Common use of Payments in Respect of Letters of Credit Clause in Contracts

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received by the Borrower, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 NoonCredit, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that the account of Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (Aa) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by the BorrowerIssuing Lender demands reimbursement from Borrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (Bb) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. Each drawing under any Letter of Credit shall (unless an event of the type described in paragraph (f) of Section 9 shall have occurred and be continuing, in which case the procedures specified in this subsection 3.8 for payments in respect of Letters of Credit shall apply) constitute a request by Borrower to the Administrative Agent for a borrowing pursuant to subsection 3.1(a) of Alternate Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to subsection 3.4 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of payment of the relevant drawing. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed pursuant to subsection 3.8(a) in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share (based on its Revolving Credit Commitment and/or any Incremental Revolving Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in Dollars, not later than 12:00 Noon1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower Company receives notice of such notice. Interest L/C Disbursement; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.7 or 5.1 that such payment be financed with an ABR Loan, which is a Revolving Credit Loan, or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan or Swing Line Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to paragraph (a) of this Agreement Section, then, Section 5.7(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender, (i) to reimburse the Issuing Lender, Lender through the Administrative Agent, Agent for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that the account of Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (Aa) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by the BorrowerIssuing Lender demands reimbursement from Borrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (Bb) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. Each drawing under any Letter of Credit shall (unless an event of the type described in paragraph (f) of Section 9 shall have occurred and be continuing, in which case the procedures specified in this subsection 3.8 for payments in respect of Letters of Credit shall apply) constitute a request by Borrower to the Administrative Agent for a borrowing pursuant to subsection 3.1(a) of Alternate Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to subsection 3.4 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of payment of the relevant drawing. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed pursuant to subsection 3.8(a) in full therefor in accordance with the terms forthwith upon demand of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time)the, the Issuing Lender Administrative Agent will promptly notify each other Lender with a Revolving Credit Commitment through Lender. Not later than 1:00 p.m. on the Administrative Agent. Forthwith upon its receipt of any Business Day specified in such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through though the Administrative Agent, Agent in immediately available funds, an amount equal to such other Lender’s pro rata share (based on its Revolving Credit Commitment and/or any Incremental Revolving Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender Administrative Agent will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. Until each Revolving Lender transfers its pro rata share of the L/C Obligation, interest in respect of such Revolving Lender’s pro rata share of such amount shall be solely for the account of the Issuing Lender. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender Administrative Agent will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender from the Borrower of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return remit to the Issuing Lender, Lender through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse forthwith upon demand by the Issuing LenderLender and otherwise in accor- dance with the terms of the L/C Application relating thereto, through (i) to rxxx- xxxxx the Administrative Agent, Issuing Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that the account of Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay in- terest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (Aa) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by the BorrowerIssuing Lender demands reimbursement from Borrower for such pay- ment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (Bb) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Applica- ble Margin for the Revolving Credit Loans which are ABR Loans plus 2%. Each drawing under any Letter of Credit shall (unless an event of the type described in para- graph (f) of Section 9 shall have occurred and be continuing, in which case the procedures specified in this subsection 3.8 for payments in respect of Letters of Credit shall apply) constitute a request by Borrower to the Ad- ministrative Agent for a borrowing pursuant to subsection 3.1(a) of Alter- nate Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of payment of the relevant drawing. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor pursuant to subsection 3.8 (a) forthwith upon demand of the Issuing Lender, and other- wise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Re- volving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver de- liver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolv- ing Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed distrib- uted by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees within one Business Day following demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that the account of Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (Aa) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by the BorrowerIssuing Lender demands reimbursement from Borrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (Bb) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. Each drawing under any Letter of Credit shall (unless an event of the type described in paragraph (f) of Section 9 shall have occurred and be continuing, in which case the procedures specified in this subsection 3.7 for payments in respect of Letters of Credit shall apply) constitute a request by Borrower to the Administrative Agent for a borrowing pursuant to subsection 3.1(a) of Alternate Base Rate Loans in the amount of such drawing, which borrowing shall be applied by the Administrative Agent to reimburse the Issuing Lender for such drawing. The Borrowing Date with respect to such borrowing shall be the date of payment of the relevant drawing. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed pursuant to subsection 3.7(a) in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share (based on its Revolving Credit Commitment and/or any Incremental Revolving Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerBorrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerBorrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for Revolving Credit Loans which are ABR the Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for Revolving Credit Loans which are ABR the Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify the Administrative Agent and, promptly upon receipt of such notification, the Administrative Agent will notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. If and to the extent such other Lender does not so transfer such amount to the Issuing Lender, such other Lender will pay to the Issuing Lender forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to such Issuing Lender at the overnight Federal Funds Effective Rate for the first three days and at the interest rate applicable to Loans that are Alternate Base Rate Loans for each day thereafter. The failure of such Revolving Credit Lender to so transfer such amount shall not relieve any other Revolving Credit Lender of its obligation hereunder to make available to the Issuing Lender its pro rata share of the L/C Obligation arising from any such unreimbursed payment on the date required as specified above, but no Revolving Credit Lender shall be responsible for the failure of any other Revolving Credit Lender to so transfer such amount to the Issuing Lender. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to the Administrative Agent such other Lender, through reimbursement or payment of interest and the Administrative Agent, promptly upon receipt thereof will distribute such reimbursement or payment to such other Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender. (d) In determining whether to pay under any Letter of Credit, the Issuing Lender shall have no obligation relative to the other Lenders other than to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and that they appear to substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Issuing Lender under or in connection with any Letter of Credit issued by it shall not create for the Issuing Lender any resulting liability to the Borrower, any other Credit Party, any Lender or any other Person unless such action is taken or omitted to be taken with gross negligence or willful misconduct on the part of the Issuing Lender (as determined by a court of competent jurisdiction in a final and non-appealable decision).

Payments in Respect of Letters of Credit. (a) The Borrower agrees Borrowers agree forthwith upon demand by the Issuing Lender, (i) to reimburse the Issuing Lender, Lender through the Administrative Agent, Agent for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Borrowers and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (Ax) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerBorrowers for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (By) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. Each drawing under any Letter of Credit shall (unless an event of the type described in paragraph (f) of Section 9 shall have occurred and be continuing, in which case the procedures specified in this subsection 3.8 for payments in respect of Letters of Credit shall apply) constitute a request by the Borrowers to the Administrative Agent for a borrowing pursuant to subsection 3.1 (a) of Alternate Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to subsection 3.4 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of payment of the relevant drawing. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor pursuant to subsection 3.8(a) and within the time set forth in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any timesubsection 3.8(a), the Issuing Lender Administrative Agent will promptly notify each other Lender with a Revolving Credit Commitment through Lender. Not later than 1:00 p.m. on the Administrative Agent. Forthwith upon its receipt of any Business Day specified in such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through though the Administrative Agent, Agent in immediately available funds, an amount equal to such other Lender’s pro rata share (based on its Revolving Credit Commitment and/or any Incremental Revolving Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender Administrative Agent will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. Until each Revolving Credit Lender transfers its pro rata share of the L/C Obligation, interest in respect of such Revolving Credit Lender’s pro rata share of such amount shall be solely for the account of the Issuing Lender. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender Administrative Agent will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender from the Borrowers of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return remit to the Issuing Lender, Lender through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in Dollars, (i) not later than 12:00 Noon1:00 P.M., New York City time, on (i) the same Business Day that if the Borrower Company receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., L/C Disbursement at or before 11:00 A.M. New York City timetime on such Business Day, or (ii) if clause (i) above does the Company receives a notice of disbursement after 11:00 A.M. New York City time not applylater than 1:00 P.M. New York City time, on the Business Day immediately following the day date that the Borrower Company receives such notice. Interest ; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 5.1 that such payment be financed with an ABR Loan, which is a Revolving Credit Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to paragraph (b) of this Agreement Section, then, Section 5.7(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender Xxxxxx receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender. (d) The Company shall pay to each Issuing Lender, each of the fees set forth in Section 5.11.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerBorrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in Dollars, (i) not later than 12:00 Noon1:00 P.M., New York City time, on (i) the same Business Day that if the Borrower Company receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., L/C Disbursement at or before 11:00 A.M. New York City timetime on such Business Day, or (ii) if clause (i) above does the Company receives a notice of disbursement after 11:00 A.M. New York City time not applylater than 1:00 P.M. New York City time, on the Business Day immediately following the day date that the Borrower Company receives such notice. Interest ; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 5.1 that such payment be financed with an ABR Loan or a Swingline Loan, which is a Revolving Credit Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan or Swingline Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to clause (b) of this Agreement Section, then, Section 5.7(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to clause (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender. (d) The Company shall pay to each Issuing Lender, each of the fees set forth in Section 5.11.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent of such L/C Disbursement in Dollars, not later than 12:00 Noon1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower Company receives notice of such notice. Interest L/C Disbursement; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.7 or 5.1 that such payment be financed with an ABR Loan, which is a Revolving Credit Loan, or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan or Swing Line Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to paragraph (b) of this Agreement Section, then, Section 5.7(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, the Dollar Equivalent its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 NoonCredit, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata PRO RATA share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded); provided PROVIDED that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any LC Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement in Dollars, not later than 12:00 Noon1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower Company receives notice of such notice. Interest LC Disbursement; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with subsection 4.7 or 5.1 that such payment be financed with an ABR Loan or Swing Line Loan in an equivalent amount and, to the extent so financed, the Company's obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan or Swing Line Loan. (b) In If an Issuing Lender shall make any LC Disbursement, then, unless the event Company shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such LC Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such LC Disbursement when due pursuant to paragraph (a) of this Agreement subsection, then, subsection 5.7(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Lender to be returned by it at any timethe extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Lender of the applicable LC Disbursement (the "Unreimbursed Amount"), the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Lender's Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Lender with a shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment will transfer Percentage of the payment then due from the Company (and subsection 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal then to such other Lender’s pro rata share of Lenders and the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the applicable Issuing Lender will complete, execute as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement (other than the funding of ABR Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and deliver shall not relieve the Company of its obligation to reimburse such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountLC Disbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, 1-1/4% above the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans Alternate Base Rate and (B) on such date and thereafter, 3-1/4% above the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Alternate Base Rate. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata PRO RATA share thereof in like funds as received (appropriately adjustedreceived; PROVIDED, in the case of interest paymentsHOWEVER, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 NoonCredit, New York City timeincluding any payment arising from the purchase of Bonds with the proceeds of a Tender Draft, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereofthereof (including, as result of any foreclosure or other exercise of remedies under any Bond Pledge Agreement), the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees within one Business Day following demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, to (i) reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit issued for the account of Borrower to the extent not later than 12:00 Noon, New York City time, on (i) reimbursed by the Business Day that borrowing contemplated by the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or next sentence and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (Aa) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by the BorrowerIssuing Lender demands reimbursement from Borrower for such payment, the ABR Index Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (Bb) on such date and thereafter, the ABR Index Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. Each drawing under any Letter of Credit shall (unless an event of the type described in paragraph (f) of Section 9 shall have occurred and be continuing, in which case the procedures specified in this subsection 3.7 for payments in respect of Letters of Credit shall apply) constitute a request by Borrower to the Administrative Agent for a borrowing pursuant to subsection 3.1(a) of Index Rate Loans in the amount of such drawing, which borrowing shall be applied by the Administrative Agent to reimburse the Issuing Lender for such drawing. The Borrowing Date with respect to such borrowing shall be the date of payment of the relevant drawing. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed pursuant to subsection 3.7(a) in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Administrative Agent on behalf of the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share Revolving Credit Commitment Percentage of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share Revolving Credit Commitment Percentage of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans and (B) thereafter, the Alternate Base Rate plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time), the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that the account of Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (Aa) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by the BorrowerIssuing Lender demands reimbursement from Borrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (Bb) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. Each drawing under any Letter of Credit shall (unless an event of the type described in paragraph (f) of Section 9 shall have occurred and be continuing, in which case the procedures specified in this subsection 3.8 for payments in respect of Letters of Credit shall apply) constitute a request by Borrower to the Administrative Agent for a borrowing pursuant to subsection 3.1(a) of Alternate Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to subsection 3.4 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of payment of the relevant drawing. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by Chase and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Chase for any payment made by the Issuing Lender Chase under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which Chase demands reimbursement from the relevant notice is received by the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%% per annum. (b) In the event that the Issuing Lender Chase makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of Chase, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender Chase will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentBank. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment Bank will transfer to the Issuing Lender, through the Administrative AgentChase, in immediately available funds, an amount equal to such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender Bank of such amount and a request of such Lenderamount, the Issuing Lender Chase will complete, execute and deliver to such other Lender Bank an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender Chase has made a payment under any Letter of Credit and has received from any other Lender Bank such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender Chase receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender Chase will distribute to such other Lender, through the Administrative Agent, Bank its pro rata share thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender Chase of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender Bank will return to the Issuing Lender, through the Administrative Agent, Chase any portion thereof previously distributed by the Issuing Lender Chase to it in like funds as such reimbursement or payment is required to be returned by the Issuing LenderChase.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in Dollars, (i) not later than 12:00 Noon1:00 P.M., New York City time, on (i) the same Business Day that if the Borrower Company receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., L/C Disbursement at or before 11:00 A.M. New York City timetime on such Business Day, or (ii) if clause (i) above does the Company receives a notice of disbursement after 11:00 A.M. New York City time not applylater than 1:00 P.M. New York City time, on the Business Day immediately following the day date that the Borrower Company receives such notice. Interest ; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 5.1 that such payment be financed with an ABR Loan, which is a Revolving Credit Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to paragraph (b) of this Agreement Section, then, Section 5.7(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender. (d) The Company shall pay to each Issuing Lender, each of the fees set forth in Section 5.11.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 NoonCredit, New York City timeincluding any payment arising from the purchase of Bonds with the proceeds of a Tender Draft, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerBorrower for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereofthereof (including, as result of any foreclosure or other exercise of remedies under any Bond Pledge Agreement), the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata PRO RATA share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded); provided PROVIDED that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, 1-1/4% above the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans Alternate Base Rate and (B) on such date and thereafter, 3-1/4% above the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Alternate Base Rate. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share 38 33 thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the relevant Issuing Bank and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the such Issuing LenderBank, through the Administrative Agent, for any payment made by the such Issuing Lender Bank under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the next Business Day that the Borrower receives notice of such draft, if payment by such notice is received on such day prior to 10:00 A.M., New York City time, or Issuing Bank and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which such Issuing Bank demands reimbursement from the relevant notice is received by the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the an Issuing Lender Bank makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of such Issuing Bank, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the L/C Application relating to such Letter of Credit, such Issuing Lender shall be required to be returned by it at any time), the Issuing Lender Bank will promptly notify each other Lender with a Revolving Credit Commitment Bank through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment Bank will transfer to the such Issuing LenderBank, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender Bank of such amount and a request of such Lenderamount, the Issuing Lender Administrative Agent will complete, execute and deliver to such other Lender Bank an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the an Issuing Lender Bank has made a payment under any Letter of Credit and has received from any other Lender Bank such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising therefrom, the such Issuing Lender Bank receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Bank's participating interest was outstanding and funded), such Issuing Bank will promptly distribute to such other Bank, through the Administrative Agent, such other Bank's pro rata share thereof in like funds as received; provided thatprovided, that in the event that the receipt by the such Issuing Lender Bank of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender Bank will return to the such Issuing LenderBank, through the Administrative Agent, any portion thereof previously distributed by the such Issuing Lender Bank to it in like funds as such reimbursement or payment is required to be returned by the such Issuing LenderBank.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata 's PRO RATA share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata PRO RATA share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, PROVIDED that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with the terms forthwith upon demand of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required to be returned by it at any time)Lender, the Issuing Lender will promptly notify the Administrative Agent which will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Administrative Agent for the account of the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata 's PRO RATA share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment pay- ment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or -41- 48 any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata PRO RATA share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, PROVIDED that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company ---------------------------------------- agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (ba) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata --- ---- share (based on its Revolving Credit Percentage) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (cb) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising --- ---- therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)--- ---- received; provided that, that in the event that the receipt by the Issuing Lender of -------- such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the relevant Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Xxxxxx demands reimbursement from the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata Xxxxxx's PRO RATA share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender Administrative Agent will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded), the Issuing Lender will, as promptly as practicable, distribute to such other Lender, through the Administrative Agent, its PRO RATA share thereof in like funds as received; provided thatPROVIDED, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower ---------------------------------------- agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerBorrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation --- ---- arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the --- ---- Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)--- ---- received; provided that, that in the event that the receipt by the Issuing Lender of -------- such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the relevant Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR plus XXX xlus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender Administrative Agent will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded), the Issuing Lender will, as promptly as practicable, distribute to such other Lender, through the Administrative Agent, its PRO RATA share thereof in like funds as received; provided thatPROVIDED, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Bank and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Bank for any payment made by the Issuing Lender Bank under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Bank demands reimbursement from the BorrowerCompany for such payment, at the ABR plus the Applicable Margin current rate for Revolving Credit Loans which are ABR FANB Rate Loans and (B) on such date and thereafter, three (3.0%) above the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%FANB Rate. (b) In the event that the Issuing Lender Bank makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Bank, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender Bank will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentBank. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment Bank will transfer to the Issuing Lender, through the Administrative AgentBank, in immediately available funds, an amount equal to such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender Bank of such amount and a request of such Lenderamount, the Issuing Lender Bank will complete, execute and deliver to such other Lender Bank an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender Bank has made a payment under any Letter of Credit and has received from any other Lender Bank such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender Bank receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender Bank will distribute to such other Lender, through the Administrative Agent, Bank its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided thathowever, that in the event that the receipt by the Issuing Lender Bank of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender Bank will return to the Issuing Lender, through the Administrative Agent, Bank any portion thereof previously distributed by the Issuing Lender Bank to it in like funds as such reimbursement or payment is required to be returned by the Issuing LenderBank.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata 's PRO RATA share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata PRO RATA share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s 's participating interest was outstanding and funded); provided PROVIDED that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in Dollars, (i) not later than 12:00 Noon1:00 P.M., New York City time, on (i) the same Business Day that if the Borrower Company receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., L/C Disbursement at or before 11:00 A.M. New York City timetime on such Business Day, or (ii) if clause (i) above does the Company receives a notice of disbursement after 11:00 A.M. New York City time not applylater than 1:00 P.M. New York City time, on the Business Day immediately following the day date that the Borrower Company receives such notice. Interest ; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 5.1 that such payment be financed with an ABR Loan or a Swingline Loan, which is a Revolving Credit Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan or Swingline Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to clause (b) of this Agreement Section, then, Section 5.7(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to clause (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender Xxxxxx receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender. (d) The Company shall pay to each Issuing Lender, each of the fees set forth in Section 5.11.

Payments in Respect of Letters of Credit. (a) The Borrower agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 NoonCredit, New York City timeincluding any payment arising from the purchase of Fulton Bonds with the proceeds of a Tender Draft, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerBorrower for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereofthereof (including, as result of any foreclosure or other exercise of remedies under the Xxxxxx Xxxx Pledge Agreement), the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company ---------------------------------------- agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata --- ---- share (based on its Revolving Credit Percentage) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising --- ---- therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)--- ---- received; provided that, that in the event that the receipt by the Issuing Lender of -------- such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received by the Borrower, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata --- ---- share (based on its Revolving Credit Commitment) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising --- ---- therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)--- ---- received; provided that, that in the event that the receipt by the Issuing Lender of -------- such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay 34 29 interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans and (B) thereafter, the Alternate Base Rate plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in Dollars, not later than 12:00 Noon1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower Company receives notice of such notice. Interest L/C Disbursement; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 4.7 or 5.1 that such payment be financed with an ABR Loan, which is a Revolving Credit Loan, or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan or Swing Line Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to paragraph (a) of this Agreement Section, then, Section 5.7(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent of such L/C Disbursement in Dollars, not later than 12:00 Noon1:00 P.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower Company receives notice of such notice. Interest L/C Disbursement; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.7 or 5.1 that such payment be financed with an ABR Loan, which is a Revolving Credit Loan, or a Swing Line Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan or Swing Line Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to paragraph (b) of this Agreement Section, then, Section 5.7(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to paragraph (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans or a Swing Line Loan as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, the Dollar Equivalent its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower agrees Borrowers agree forthwith upon demand by an Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the such Issuing Lender, Lender through the Administrative Agent, Agent for any payment made by the such Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, issued for the account of a Borrower on (i) the Business Day that the such Borrower receives notice of such draft, payment if such notice is received on such day prior to 10:00 A.M., by 11:00 a.m. (New York City time) or the next succeeding Business Day if after 11:00 a.m. (New York City time), or provided, that reimbursement may be made by the automatic funding of a Revolving Credit Loan at the Administrative Agent’s election and the Borrowers hereby irrevocably authorize and direct the Administrative Agent to take such actions as may be necessary to effectuate such automatic funding and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by the Borrowersuch Issuing Lender demands reimbursement from such Borrower for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the an Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of such Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender Administrative Agent will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each such other Lender with a Revolving Credit Commitment will transfer pay to the Administrative Agent for the account of such Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share Ratable Share (based on its Revolving Credit Commitment Percentage) of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the an Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Lender’s pro rata share Ratable Share of the Revolving L/C Obligation arising therefrom, the such Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the such Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share Ratable Share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided that, that in the event that the receipt by the such Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the such Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the such Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the such Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the relevant Issuing Bank and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the such Issuing LenderBank, through the Administrative Agent, for any payment made by the such Issuing Lender Bank under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the next Business Day that the Borrower receives notice of such draft, if payment by such notice is received on such day prior to 10:00 A.M., New York City time, or Issuing Bank and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which such Issuing Bank demands reimbursement from the relevant notice is received by the BorrowerCompany for such payment, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the an Issuing Lender Bank makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of such Issuing Bank, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the L/C Application relating to such Letter of Credit, such Issuing Lender shall be required to be returned by it at any time), the Issuing Lender Bank will promptly notify each other Lender with a Revolving Credit Commitment Bank through the Administrative Agent. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment Bank will transfer to the such Issuing LenderBank, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata Bank's PRO RATA share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender Bank of such amount and a request of such Lenderamount, the Issuing Lender Administrative Agent will complete, execute and deliver to such other Lender Bank an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the an Issuing Lender Bank has made a payment under any Letter of Credit and has received from any other Lender Bank such other Lender’s pro rata Bank's PRO RATA share of the Revolving L/C Obligation arising therefrom, the such Issuing Lender Bank receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Lender, through the Administrative Agent, its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s Bank's participating interest was outstanding and funded), such Issuing Bank will promptly distribute to such other Bank, through the Administrative Agent, such other Bank's PRO RATA share thereof in like funds as received; provided thatPROVIDED, that in the event that the receipt by the such Issuing Lender Bank of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender Bank will return to the such Issuing LenderBank, through the Administrative Agent, any portion thereof previously distributed by the such Issuing Lender Bank to it in like funds as such reimbursement or payment is required to be returned by the such Issuing LenderBank.

Payments in Respect of Letters of Credit. (a) The Borrower agrees Borrowers agree promptly upon demand by CoreStates and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, CoreStates for any payment made by the Issuing Lender CoreStates under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received by the Borrower, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 23.5%. (b) In the event that the Issuing Lender CoreStates makes a payment under any Letter of Credit and is not reimbursed in full therefor promptly upon demand of CoreStates, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender CoreStates will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentBank. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment Bank will transfer to the Issuing Lender, through the Administrative AgentCoreStates, in immediately available funds, an amount equal to such other Lender’s pro rata share Bank's DIP Loan Percentage of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender Bank of such amount and a request of such Lenderamount, the Issuing Lender CoreStates will complete, execute and deliver to such other Lender Bank an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender CoreStates has made a payment under any Letter of Credit and has received from any other Lender Bank such other Lender’s pro rata share Bank's DIP Loan Percentage of the Revolving L/C Obligation arising therefrom, the Issuing Lender CoreStates receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender CoreStates will distribute to such other Lender, through the Administrative Agent, Bank its pro rata share DIP Loan Percentage thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender CoreStates of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender Bank will return to the Issuing Lender, through the Administrative Agent, CoreStates any portion thereof previously distributed by the Issuing Lender CoreStates to it in like funds as such reimbursement or payment is required to be returned by the Issuing LenderCoreStates.

Payments in Respect of Letters of Credit. (a) The Borrower agrees to reimburse the Issuing Lender, through the Administrative Agent, for any payment made by If the Issuing Lender under shall make any L/C Disbursement in respect of a Letter of Credit Credit, the Company shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount equal to such L/C Disbursement in Dollars, (i) not later than 12:00 Noon1:00 P.M., New York City time, on (i) the same Business Day that if the Borrower Company receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., L/C Disbursement at or before 11:00 A.M. New York City timetime on such Business Day, or (ii) if clause (i) above does the Company receives a notice of disbursement after 11:00 A.M. New York City time not applylater than 1:00 P.M. New York City time, on the Business Day immediately following the day date that the Borrower Company receives such notice. Interest ; provided that the Company may, subject to the conditions to borrowing set forth herein, request in accordance with Section 5.1 that such payment be financed with an ABR Loan or a Swingline Loan, which is a Revolving Credit Loan in an equivalent amount and, to the extent so financed, the Company’s obligation to make such payment shall be payable on any such unreimbursed amounts from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until the Business Day next succeeding the date on which the relevant notice is received discharged and replaced by the Borrower, the resulting ABR plus the Applicable Margin for Loan or Swingline Loan which is a Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%Loan. (b) In If an Issuing Lender shall make any L/C Disbursement, then, unless the event Company shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor in accordance with Company reimburses such L/C Disbursement, at the terms rate per annum then applicable to ABR Loans; provided that, if the Company fails to reimburse such L/C Disbursement when due pursuant to clause (b) of this Agreement Section, then, Section 5.7(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Lender, except that interest accrued on and after the date of payment by any Revolving Credit Lender pursuant to clause (or in the event that any reimbursement received by the a) of this Section to reimburse such Issuing Lender shall be required for the account of such Revolving Credit Lender to be returned by it at any time)the extent of such payment. If the Company fails to make such payment when due, then the Administrative Agent shall notify the applicable Issuing Lender and each other applicable Revolving Credit Lender of the applicable L/C Disbursement, the Issuing Lender will promptly notify each other Lender with a payment then due from the Company in respect thereof and such Revolving Credit Lender’s Revolving Credit Commitment through the Administrative AgentPercentage thereof. Forthwith upon its Promptly following receipt of any such notice, each other applicable Revolving Credit Lender with shall pay to the Administrative Agent in Dollars its Revolving Credit Commitment Percentage of the payment then due from the Company (and Section 5.18(b) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Lender in Dollars the amounts so received by it from such Revolving Credit Lender. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Lender or, to the extent that Revolving Credit Lenders have made payments pursuant to this paragraph to reimburse such Issuing Lender, then to such Revolving Credit Lenders and the applicable Issuing Lender as their interests may appear. Any payment made by a Revolving Credit Commitment will transfer Lender pursuant to the this paragraph to reimburse any Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s pro rata share of the Revolving Lender for any L/C Obligation arising from Disbursement (other than the funding of ABR Loans or Swingline Loans as contemplated above) shall not constitute a Loan and shall not relieve the Company of its obligation to reimburse such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amountDisbursement. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Revolving Credit Lender such other Revolving Credit Lender’s pro pro-rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender Lxxxxx receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will distribute to such other Revolving Credit Lender, through the Administrative Agent, its pro pro-rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender’s participating interest was outstanding and funded); provided that, in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Revolving Credit Lender will promptly return to the Issuing Lender, through the Administrative Agent, any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender. (d) The Company shall pay to each Issuing Lender, each of the fees set forth in Section 5.11.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Loans and (B) thereafter, the Alternate Base Rate plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.

Payments in Respect of Letters of Credit. (a) The Borrower Company agrees forthwith upon demand by the Issuing Lender and otherwise in accordance with the terms of the L/C Application relating thereto (i) to reimburse the Issuing Lender, through the Administrative Agent, Lender for any payment made by the Issuing Lender under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) issued for the Business Day that account of the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or Company and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until on or prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Lender demands reimbursement from the BorrowerCompany for such payment, the ABR Alternate Base Rate plus the Applicable Margin for the Revolving Credit Loans and (B) thereafter, the Alternate Base Rate plus the Applicable Margin for Revolving Credit Loans which are ABR Loans and (B) on such date and thereafter, the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%. (b) In the event that the Issuing Lender makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Lender, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentLender. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment will transfer to the Issuing Lender, through the Administrative Agent, in immediately available funds, an amount equal to such other Lender’s 's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon Promptly, upon its receipt from such other Lender of such amount and a request of such Lenderamount, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender has made a payment under any Letter of Credit and has received from any other Lender such other Lender’s 's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender will promptly distribute to such other Lender, through the Administrative Agent, Lender its pro rata share thereof in like funds as received (appropriately adjustedreceived; provided, in the case of interest paymentshowever, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided that, that in the event that the receipt by the Issuing Lender of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender will return to the Issuing Lender, through the Administrative Agent, Lender any portion thereof previously distributed by the Issuing Lender to it in like funds as such reimbursement or payment is required to be returned by the Issuing Lender.. 34 29

Payments in Respect of Letters of Credit. (a) The Borrower agrees Borrowers agree forthwith upon demand by the Issuing Bank and otherwise in accordance with the terms of the L/C Application relating thereto, (i) to reimburse the Issuing Lender, through the Administrative Agent, Bank for any payment made by the Issuing Lender Bank under any Letter of Credit not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or and (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Interest shall be payable to pay interest on any unreimbursed portion of any such unreimbursed amounts payment from the date of such payment until reimbursement in full thereof at a rate per annum equal to (A) until prior to the date which is one Business Day next succeeding after the date day on which the relevant notice is received by Issuing Bank demands reimbursement from the BorrowerBorrowers for such payment, at the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans AmSouth Rate and (B) on such date and thereafter, three and one-half percent (3.5%) per annum above the ABR plus the Applicable Margin for Revolving Credit Loans which are ABR Loans plus 2%AmSouth Rate. (b) In the event that the Issuing Lender Bank makes a payment under any Letter of Credit and is not reimbursed in full therefor forthwith upon demand of the Issuing Bank, and otherwise in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender shall be required L/C Application relating to be returned by it at any time)such Letter of Credit, the Issuing Lender Bank will promptly notify each other Lender with a Revolving Credit Commitment through the Administrative AgentBank. Forthwith upon its receipt of any such notice, each other Lender with a Revolving Credit Commitment Bank will transfer to the Issuing Lender, through the Administrative AgentBank, in immediately available funds, an amount equal to such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising from such unreimbursed payment. Upon its receipt from such other Lender of such amount and a request of such Lender, the Issuing Lender will complete, execute and deliver to such other Lender an L/C Participation Certificate dated the date of such receipt and in such amount. (c) Whenever, at any time after the Issuing Lender Bank has made a payment under any Letter of Credit and has received from any other Lender Bank such other Lender’s Bank's pro rata share of the Revolving L/C Obligation arising therefrom, the Issuing Lender Bank receives any reimbursement on account of such Revolving L/C Obligation or any payment of interest on account thereof, the Issuing Lender Bank will distribute to such other Lender, through the Administrative Agent, Bank its pro rata share thereof in like funds as received (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded)received; provided thathowever, that in the event that the receipt by the Issuing Lender Bank of such reimbursement or such payment of interest (as the case may be) is required to be returned, such other Lender Bank will return to the Issuing Lender, through the Administrative Agent, Bank any portion thereof previously distributed by the Issuing Lender Bank to it in like funds as such reimbursement or payment is required to be returned by the Issuing LenderBank.