Common use of Reimbursement Obligation of the Borrower Clause in Contracts

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date (i) the Business Day on which the Borrower receives notice from an Issuing Lender of a draft drawn on a Letter of Credit issued by such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender Lender, if such notice is received on such Business Day prior to 11:00 A.M., New York City time, or (but in any event no such reimbursement shall be required before ii) if clause (i) above does not apply, the date Business Day immediately following the day on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Borrower receives such notice, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment which are obligations of the Borrower hereunder (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.1 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.1 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on the next Business Day after each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft drawing presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft drawing so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.10(b) and (ii) thereafter, Section 2.13(c2.10(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, made pursuant to Section 2.5, 2.2 if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment by the Borrower of the Payment Amount shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Revolving Credit Loans as Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(bsubsection 3.4(b) and (ii) thereafter, Section 2.13(csubsection 3.4(e). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f10(e) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 subsection 5.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 subsection 2.2 of Base Rate ABR Loans in the amount of such drawingdrawing (and the minimum borrowing amount in such subsection shall not apply to such borrowing). The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5subsection 2.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”), on the Business Day that the Borrower receives notice of such draft, if such notice is received on such day (or if the Borrower shall have received such notice later than 10:00 A.M. New York City time on such Business Day, on the immediately following Business Day). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b5.8(b) and (ii) thereafter, Section 2.13(c5.8(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause Section 10(g), (ih) or (ii) of Section 7(fi) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 4.4(a) for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.53.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies shall notify the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender. The Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before x) on the date same Business Day if demand is made by the Issuing Lender on which Base Rate Loans would be or prior to 11:00 a.m., New York City time and (y) on the next Business Day if demand is made (or by the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Issuing Lender after 11:00 a.m., New York City time, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other out-of-pocket costs or expenses incurred by such Issuing Lender in connection with such payment payment, other than taxes (i) based upon net income or (ii) payable pursuant to Section 2.20 (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(a) and (ii) thereafter, Section 2.13(cSection 2.15(b). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each the Business Day following the date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit issued by such Issuing Lender at the Borrower’s request and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxesNon-Excluded Taxes and Other Taxes, fees, charges or other costs or expenses reasonably incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein to the Borrower in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the a rate set forth in equal to (i) until the second Business Day following next succeeding the date of the relevant notice, the rate applicable drawing, Section 2.13(b) to ABR Loans under the Revolving Facility and (ii) thereafter, the rate set forth in Section 2.13(c2.15(c). Each drawing under In the case of any such reimbursement in Dollars with respect to a Letter of Credit denominated in a Permitted Foreign Currency, the applicable Issuing Lender shall (unless an event notify the Borrower of the type described in clause (i) or (ii) Dollar Equivalent of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if draft so paid promptly following the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdetermination thereof.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender through the Administrative Agent on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of a draft presented drawing under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft drawing so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable relevant drawing is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(bsubsection 3.4(b) and (ii) thereafter, Section 2.13(csubsection 3.4(e). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(fsubsection 10(g) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 subsection 5.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 subsection 2.2 of Base Rate ABR Loans in the amount of such drawingdrawing (and the minimum borrowing amount in such subsection shall not apply to such borrowing). The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5subsection 2.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(bsubsection 3.4(b) and (ii) thereafter, Section 2.13(csubsection 3.4(d). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) subsection 9(c), or (ii) of Section 7(fh) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 subsection 4.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 subsection 2.2 of Base Rate ABR Loans in the amount of such drawingdrawing (and the minimum borrowing amount in such subsection shall not apply to such borrowing). The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5subsection 2.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies shall notify the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender. The Borrower agrees to reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by such the Issuing Lender in connection with such payment on (x) the amounts described in same Business Day on which the foregoing clauses Borrower receives such notice if the Borrower receives such notice by 12:00 Noon New York City time on such day or (ay) and (b) in respect of any drawing, collectively, the “Payment Amount”)next Business Day if the Borrower receives such notice after 12:00 Noon New York City time on such day. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b4.5(b) and (ii) thereafter, Section 2.13(c4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f9.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.10 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 3.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.53.2 (or, if applicable, Section 3.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each or before the Business Day following the date on which such Issuing Lender notifies the Borrower of the date and amount of a draft drawing presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft drawing so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans (or, at the option of the Administrative Agent and any Swing Line Lender in its sole discretion, a borrowing pursuant to Section 2.4 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.2 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies provides written notice to the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment; provided that if the Issuing Lender does not so notify the Borrower as provided for above earlier than 9:30 a.m., Local Time on the date such draft is paid (or on any subsequent date on which notice is provided) then such reimbursement payment (may be made two Business Days immediately subsequent to the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)date such notice is given. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein or as it may otherwise direct in lawful money of the United States of America States, as the case maybe, and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate ABR Loans in the amount of such drawing, subject to the conditions to borrowing set forth in Section 5.2. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing drawing. If any amounts under this Article III remain unpaid because the conditions set forth in Section 5.2 cannot be satisfied or for any other reason, such amounts shall bear interest from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the time of such drawing under such Letter of Creditrate set forth in Section 2.15(c).

Reimbursement Obligation of the Borrower. The Borrower agrees In order to reimburse induce the Fronting Bank to issue, extend and renew each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or Lenders to participate therein, the procedure specified Borrower hereby agrees, except as contemplated in Section 2.26 would become applicable) as described in 3.3 below, to reimburse or pay to the last two sentences of this Section) Fronting Bank, for the amount account of the Fronting Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Fronting Bank hereunder, (a) except as otherwise expressly provided in Section 3.2(b) or Section 3.3, on each date that any draft presented under such draft so Letter of Credit is honored in accordance with its terms by the Fronting Bank, or the Fronting Bank otherwise makes a payment with respect thereto in accordance with applicable law, (i) the amount paid by the Fronting Bank under or with respect to such Letter of Credit, and (ii) any amounts payable pursuant to Section 4.5 hereof under, or with respect to, such Letter of Credit, and (b) any taxesupon the termination of the Total Commitment, feesor the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 12, charges or other costs or expenses incurred an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by such Issuing Lender in connection with such payment (the amounts described in Administrative Agent as cash collateral for the foregoing clauses (a) and (b) in respect benefit of any drawing, collectivelythe Fronting Bank, the “Payment Amount”)Lenders and the Administrative Agent for all Reimbursement Obligations. Each such payment shall be made to such Issuing Lender the Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent's Head Office in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts not converted to a Revolving Credit Loan pursuant to Section 3.3 and remaining unpaid by the Borrower under this Section 3.2 at any time from the date of the applicable drawing such amounts become due and payable (whether as stated in this Section 3.2, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) whether before or (ii) of Section 7(fafter judgment) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower payable to the Administrative Agent for a borrowing pursuant to the benefit of the Lenders on demand at the rate specified in Section 2.5 of Base Rate Loans in 4.9 for overdue principal on the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of CreditLoans.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second third Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply, or unless the Borrower otherwise notifies the Administrative Agent and the relevant Issuing Lender and reimburses such Issuing Lender before a Loan would otherwise be made pursuant to this sentence) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, within one (1) Business Day (or two (2) Business Days if the Borrower and the Administrative Agent are notified on each date after 11:00 a.m. on such date) after the Business Day on which such Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender through the Administrative Agent in lawful money at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each notice from an Issuing Lender of a drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.16(b) and (ii) thereafter, Section 2.13(c2.16(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other actual out-of-pocket costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b4.5(b) and (ii) thereafter, Section 2.13(c4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (iSection 9(f) or (ii) of Section 7(f9(g) shall have occurred and be continuing with respect to the Borrowercontinuing, in which case the procedures specified in Section 2.26 3.10 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 3.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.53.2 or, if applicable, Section 3.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b4.5(b) and (ii) thereafter, Section 2.13(c4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f9(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.10 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 3.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.53.2 or, if applicable, Section 3.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f9(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment payment, not later than 5:00 P.M., New York City time, on (i) the amounts described in Business Day that the foregoing clauses 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 (aii) and if clause (bi) in respect of any drawing, collectivelyabove does not apply, the “Payment Amount”)Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money the currency in which such Letter of Credit is denominated (except that, in the United States case of America any Letter of Credit denominated in any Designated Foreign Currency, upon notice by the Issuing Lender to the Borrower, such payment shall be made in Dollars from and after the date on which the amount of such payment shall have been converted into Dollars at the Spot Rate of Exchange on such date of conversion, which date of conversion may be any Business Day after the Business Day on which such payment is due) and in immediately available funds. Any conversion by the Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Section 3.5 shall be conclusive and binding upon the other parties hereto in the absence of manifest error; provided that upon the request of the Borrower, the Issuing Lender shall provide to the Borrower a certificate including reasonably detailed information as to the calculation of such conversion. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.12(b) and (iiy) thereafter, Section 2.13(c2.12(c). Each drawing under ; provided that if any such amount is denominated in a Designated Foreign Currency for any period, such interest shall be payable at the rate charged by the Issuing Lender for reimbursement of overdue obligations in such Designated Foreign Currency owing by account parties with similar credit profiles to that of the Borrower; provided, further, that if any reimbursement is required to be paid in respect of a Letter of Credit denominated in Dollars, and such reimbursement is not made in accordance with this Section 3.5, the Borrower shall be deemed to have requested a Revolving Extension of Credit in an equivalent amount of such owed reimbursement (unless provided such request would not result in the Total Revolving Extensions of Credit at such time exceeding Total Revolving Commitments) and provided, further, that if any reimbursement is required to be paid in respect of a Letter of Credit denominated in any Designated Foreign Currency, and such reimbursement is not made in accordance with this Section 3.5, the Borrower shall be deemed to have requested a Revolving Extension of Credit in an event equivalent amount of such owed reimbursement, which amount shall have been converted into Dollars at the Spot Rate of Exchange on the date of conversion, which dated of conversion may be any Business Day after the Business Day on which such payment is due (provided such request would not result in the Total Revolving Extensions of Credit at such time exceeding Total Revolving Commitments) to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan. If the Borrower fails to make such reimbursement when due, the Administrative Agent shall notify each Revolving Lender of the type described applicable disbursement, the payment then due from the Borrower in clause respect thereof and such Lender’s share thereof based on the Revolving Percentages (i) or (ii) the “Reimbursement Percentage”). Promptly following receipt of Section 7(f) such notice, each Revolving Lender shall have occurred and be continuing with respect pay to the Administrative Agent its Reimbursement Percentage of the payment then due from the Borrower, in which case the procedures specified same manner as provided in Section 2.26 for funding 2.5 hereof with respect to Loans made by L/C Participants such Lender (and Section 2.5 shall apply) constitute a request by , mutatis mutandis, to the Borrower to payment obligations of the relevant Revolving Lenders), and the Administrative Agent for a borrowing pursuant shall promptly pay to Section 2.5 of Base Rate Loans in the amount of applicable Issuing Lender the amounts so received by it from such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of CreditLenders.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”"PAYMENT AMOUNT"). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section 3.4 from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. If any draft or other form of demand shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower and the Administrative Agent of the date and amount thereof. The Borrower agrees to reimburse each the Issuing Lender on each within one Business Day of the date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses subsections (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to the Administrative Agent at the Payment Office, for the account of the Issuing Lender, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Issuing Lender promptly upon receipt at its address for notices specified herein in lawful money of the United States of America and in immediately available fundslike funds as received. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth for Revolving Credit 1 Loans in (i) until the second first Business Day following the date notice of the applicable drawingdrawing is received by the Borrower from the Issuing Lender, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause subsection (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing of Revolving Credit 1 Loans that are Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.5 2.7 of Base Rate Loans Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to the conditions set forth in Section 2.55.3 (other than Section 5.3(a)) are satisfied (or, if Swing Line Loans are then available, the Administrative Agent had received a notice of such borrowing at first date on which the time of conditions set forth in Section 2.7 are satisfied) after such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date (i) the Business Day on which the Borrower receives notice LOSANGELES 618830 v1 (2K) from an Issuing Lender of a draft drawn on a Letter of Credit issued by such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender Lender, if such notice is received on such Business Day prior to 11:00 A.M., New York City time, or (but in any event no such reimbursement shall be required before ii) if clause (i) above does not apply, the date Business Day immediately following the day on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Borrower receives such notice, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment which are obligations of the Borrower hereunder (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.1 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.1 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the relevant Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any unexpired Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses provided for in subsection 3.3(b) which are incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the relevant Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this subsection 3.5 from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(bsubsection 2.10(b) and (ii) thereafter, Section 2.13(csubsection 2.10(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(fsubsection 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 subsection 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 subsection 2.2 of Base Rate Loans in the amount of such drawingdrawing plus interest and expenses incurred by the relevant Issuing Lender. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice such drawing and all proceeds of such borrowing at shall be paid to the time of such drawing under such Letter of Creditrelevant Issuing Lender.

Reimbursement Obligation of the Borrower. (i) The Borrower agrees to reimburse each Issuing Lender Bank, on each date the same Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented Draft under any Letter of Credit and paid by such Issuing Lender Bank, provided that such Issuing Bank provides notice to the Borrower prior to 12:00 noon (but in New York time) on such Business Day, and otherwise the Borrower will reimburse such Issuing Bank on the next succeeding Business Day. The failure to provide such notice shall not affect the Borrower's absolute and unconditional obligation to reimburse the applicable Issuing Bank for any event no Draft paid under any Letter of Credit issued by such reimbursement Issuing Bank. The applicable Issuing Bank shall be required before provide notice to the date Borrower on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) such Business Day as described in the last two sentences of this Section) for a Draft is paid by such Issuing Bank indicating the amount of (aA) such draft Draft so paid and (bB) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender Bank in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such each applicable Issuing Lender Bank at its address for notices specified herein in lawful money of the United States of America and Dollars in immediately available funds. . (ii) Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section 2.14(e) from the date of the applicable drawing such amounts are drawn until payment in full at the rate set forth in which would be payable on any outstanding Base Rate Advances of Revolving Loans. (iiii) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request request, with no further action required, by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans 2.2(b) in the amount of such drawing. The Borrowing Date with respect to such drawing which borrowing shall be funded on the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing is paid unless such drawing is otherwise reimbursed by the Borrower under such Letter of CreditSection 2.14(e)(i).

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each no later than three Business Days after the date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second third Business Day following notice to the date of the applicable drawingBorrower, Section 2.13(b4.06(b) and (ii) thereafter, Section 2.13(c4.06(c). Each Unless the Borrower shall otherwise notify the Issuing Lender and the Administrative Agent, each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f9(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.07 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 4.01 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, made pursuant to Section 2.54.01, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment payment, not later than 12:00 Noon, New York City time, on (i) the amounts described in Business Day that the foregoing clauses 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 (aii) and if clause (bi) in respect of any drawing, collectivelyabove does not apply, the “Payment Amount”)Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money the currency in which such Letter of Credit is denominated (except that, in the United States case of America any Letter of Credit denominated in any Designated Foreign Currency, upon notice by the Issuing Lender to the Borrower, such payment shall be made in Dollars from and after the date on which the amount of such payment shall have been converted into Dollars at the Spot Rate of Exchange on such date of conversion, which date of conversion may be any Business Day after the Business Day on which such payment is due) and in immediately available funds. Any conversion by the Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Section 3.5 shall be conclusive and binding upon the other parties hereto in the absence of manifest error; provided that upon the request of the Borrower, the Issuing Lender shall provide to the Borrower a certificate including reasonably detailed information as to the calculation of such conversion. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.12(b) and (iiy) thereafter, Section 2.13(c2.12(c). Each drawing under ; provided that if any such amount is denominated in a Designated Foreign Currency for any period, such interest shall be payable at the rate charged by the Issuing Lender for reimbursement of overdue obligations in such Designated Foreign Currency owing by account parties with similar credit profiles to that of the Borrower; and provided, further, that if any reimbursement is required to be paid in respect of a Letter of Credit denominated in Dollars, and such reimbursement is not made in accordance with this Section 3.5, the Borrower shall be deemed to have requested a Revolving Extension of Credit in an equivalent amount of such owed reimbursement (unless an event provided such request would not result in the Total Revolving Extensions of Credit at such time exceeding Total Revolving Commitments) and to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan. If the Borrower fails to make such reimbursement when due, the Administrative Agent shall notify each Revolving Lender of the type described applicable disbursement, the payment then due from the Borrower in clause respect thereof and such Lender’s share thereof based on the Revolving Percentages (i) or (ii) the “Reimbursement Percentage”). Promptly following receipt of Section 7(f) such notice, each Revolving Lender shall have occurred and be continuing with respect pay to the Administrative Agent its Reimbursement Percentage of the payment then due from the Borrower, in which case the procedures specified same manner as provided in Section 2.26 for funding 2.5 hereof with respect to Loans made by L/C Participants such Lender (and Section 2.5 shall apply) constitute a request by , mutatis mutandis, to the Borrower to payment obligations of the relevant Revolving Lenders), and the Administrative Agent for a borrowing pursuant shall promptly pay to Section 2.5 of Base Rate Loans in the amount of applicable Issuing Lender the amounts so received by it from such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of CreditLenders.

Reimbursement Obligation of the Borrower. The If any draft is paid under any Letter of Credit, the Borrower agrees to shall, at its option, either (i) reimburse each the applicable Issuing Lender through the Administrative Agent if so requested by the Administrative Agent on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender or (but in any event no ii) (x) request an ABR Loan pursuant to Section 2.2 hereof (if otherwise permitted hereunder) to be made on the Business Day next succeeding the Business Day on which such reimbursement shall be required before Issuing Lender notifies the Borrower of the date on which Base Rate Loans would and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender and (y) direct that the proceeds of such ABR Loan be made (or applied to reimburse the procedure specified applicable Issuing Lender; in Section 2.26 would become applicable) as described in the last two sentences of this Section) each case for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or and expenses described in Section 3.3(b) incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such Issuing Lender or the Administrative Agent at (x) in the case of such Issuing Lender, its address for notices specified herein on Schedule 1.1D or such other address as such Issuing Lender shall notify to the Borrower and (y) in lawful money the case of the United States of America Administrative Agent, at the Funding Office, in each case in Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.11(b) and (iiy) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b3.4(b) and (ii) thereafter, Section 2.13(c3.4(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 2.10 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.2 or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on the next Business Day after each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft drawing presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft drawing so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.10(b) and (ii) thereafter, Section 2.13(c2.10(d). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(e) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, made pursuant to Section 2.5, 2.2 if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The In order to induce BKB to issue, extend and renew each Letter of Credit the Borrower hereby agrees to reimburse or pay to BKB, with respect to each Issuing Lender Letter of Credit issued, extended or renewed by BKB hereunder, (a) on each date on which such Issuing Lender notifies the Borrower of the date and amount of a that any draft presented under any such Letter of Credit and is honored by BKB, or BKB otherwise makes a payment with respect thereto, (i) the amount paid by BKB under or with respect to such Issuing Lender Letter of Credit, and (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicableii) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or and expenses whatsoever incurred by such Issuing Lender BKB in connection with any payment made by BKB under, or with respect to, such payment (the amounts described in the foregoing clauses (a) and Letter of Credit, (b) upon the reduction (but not termination) of the Total Revolving Credit Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by BKB for the benefit of the Banks (including BKB) as cash collateral for all Reimbursement Obligations, and (c) upon the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in respect accordance with Section 14, an amount equal to the then Maximum Drawing Amount on all Letters of any drawingCredit, collectively, the “Payment Amount”)which amount shall be held by BKB as cash collateral for all Reimbursement Obligations. Each such payment shall be made to such Issuing Lender BKB at its address for notices specified herein in lawful money of the United States of America and Agent's Head Office in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section 5.2 at any time from the date of the applicable drawing such amounts become due and payable (whether as stated in this Section 5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to BKB on demand at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 6.11 for funding by L/C Participants shall apply) constitute a request by overdue principal on the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of CreditLoans.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) Section 3.5(b) until the second Business Day following next succeeding the date of the applicable drawing, Section 2.13(b) relevant notice and (ii) Section 3.5(c) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 2.8 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawingdrawing (and the minimum borrowing amount in such Section shall not apply to such borrowing). The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to ---------------------------------------- reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount the amount of any drawing under any Letter of Credit (plus any taxes, fees, charges or other costs payable by the Borrower pursuant to clause (b) of the preceding sentence) from the date of the applicable such drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, made pursuant to Section 2.5, 2.5 if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.10(b) and (ii) thereafter, Section 2.13(c2.10(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawingLoans. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid (calculated, in the case of a Letter of Credit denominated in an Alternative Currency, based upon the Dollar Equivalent of such draft) and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available fundsfunds on the date which the Borrower receives such notice, if received prior to 11:00 A.M., New York City time, on a Business Day and, otherwise, on the next succeeding Business Day. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date (i) the Business Day on which such the Borrower receives notice from the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any drawn on a Letter of Credit issued by the Issuing Lender and paid by the Issuing Lender, if such Issuing Lender notice is received on such Business Day prior to 10:00 A.M. or (but in any event no such reimbursement shall be required before ii) if clause (i) above does not apply, the date Business Day immediately following the day on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Borrower receives such notice, for the amount of (aA) such draft so paid and (bB) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment which are obligations of the Borrower hereunder (the amounts described in the foregoing clauses (aA) and (bB) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.1 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.1 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other reasonable costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b4.5(b) and (ii) thereafter, Section 2.13(c4.5(c). Each To the extent not so reimbursed as set forth above, each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f9(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.10 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.53.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the same Business Day on which such the Issuing Lender notifies the Borrower ACEP of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date on which the relevant draft is paid until payment in full in (i) until the Business Day next succeeding the date of the applicable drawing until payment relevant notice, at the rate set forth Section 3.5(b) and (ii) in full the event that the Borrower fails to satisfy the conditions precedent set forth in Section 5.3, thereafter, at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c3.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 2.8 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawingdrawing and such amount shall constitute a Loan hereunder. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees In order to reimburse induce the Fronting Bank to issue, extend and renew each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but the Lenders to participate therein, the Borrower hereby agrees, except as contemplated in any event no such reimbursement shall be required before §3.3 below, to reimburse or pay to the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Fronting Bank, for the amount account of the Fronting Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Fronting Bank hereunder, (a) except as otherwise expressly provided in §3.2(b) or §3.3, on each date that any draft presented under such draft so Letter of Credit is honored in accordance with its terms by the Fronting Bank, or the Fronting Bank otherwise makes a payment with respect thereto in accordance with applicable law, (i) the amount paid by the Fronting Bank under or with respect to such Letter of Credit, and (ii) any amounts payable pursuant to §4.5 hereof under, or with respect to, such Letter of Credit, and (b) any taxesupon the termination of the Total Commitment, feesor the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, charges an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent as cash collateral for the benefit of the Fronting Bank, the Lenders and the Administrative Agent for all Reimbursement Obligations pursuant to §3.8; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other costs or expenses incurred by such Issuing Lender in connection notice of any kind, upon the occurrence of any Event of Default with such payment (respect to the amounts Borrower described in the foregoing clauses (a§12.1(g) and (b) in respect of any drawing, collectively, the “Payment Amount”or §12.1(h). Each such payment shall be made to such Issuing Lender the Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent’s Head Office in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts not converted to a Revolving Credit Loan pursuant to §3.3 and remaining unpaid by the Borrower under this §3.2 at any time from the date of the applicable drawing such amounts become due and payable (whether as stated in this §3.2, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) whether before or (ii) of Section 7(fafter judgment) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower payable to the Administrative Agent for a borrowing pursuant to Section 2.5 the benefit of Base Rate Loans the Lenders on demand at the rate specified in §4.9 for overdue principal on the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of CreditLoans.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses subsections (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to the Administrative Agent at the Payment Office, for the account of the Issuing Lender, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Issuing Lender promptly upon receipt at its address for notices specified herein in lawful money of the United States of America and in immediately available fundslike funds as received. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause subsection (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b3.4(b) and (ii) thereafter, Section 2.13(c3.4(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 2.8 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower (such notice to be promptly delivered by the Issuing Lender to the Borrower) of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.14(b) and (ii) thereafter, Section 2.13(c2.14(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 or, if applicable, Section 2.7, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date the Business Day next succeeding the Business Day on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b4.5(b) and (ii) thereafter, Section 2.13(c4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f9(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.8 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.53.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 2.22 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.9(b) and (ii) thereafter, Section 2.13(c2.9(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 2.22 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.12(b) and (ii) thereafter, Section 2.13(c2.12(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, within one Business Day (or two Business Days if the Borrower and the Administrative Agent are notified on each date after 11:00 a.m. New York City time on such date) after the Business Day on which such Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each notice from an Issuing Lender of a drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans (or, at the option of the Administrative Agent and the applicable Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.2 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date the same Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b4.5(b) and (ii) thereafter, Section 2.13(c4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f9(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.10 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 3.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.53.2 or, if applicable, Section 3.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of such drawing. (b) The obligation of the Borrower to reimburse the Issuing Lender for drawings honored under the Letters of Credit issued by it and to repay any Revolving Credit Loans could be made, made by L/C Participants pursuant to Section 2.5, if 3.5 and the Administrative Agent had received a notice obligations of such borrowing at L/C Participants under Section 3.4 shall be unconditional and irrevocable and shall be paid strictly in accordance with the time terms hereof under all circumstances including any of such drawing under such the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit.; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any L/C Participant may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Lender, any L/C Participant or any other Person or, in the case of a L/C Participant, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred exist and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxestaxes (other than taxes based on the net income of the Issuing Lender), fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"PAYMENT AMOUNT"). The Issuing Lender shall provide notice to the Borrower on each Business Day on which a draft is presented and paid by the Issuing Lender indicating the Dollar Equivalent (determined as of such payment date) of the Payment Amount”)Amount and, in the case of a Foreign L/C, the Payment Amount stated in the applicable Alternative Currency. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on the Dollar Equivalent of each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the Dollar Equivalent of the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit. All payments due from the Borrower hereunder in respect of Letters of Credit (and Reimbursement Obligations in connection therewith) shall be made in Dollars as provided in Section 2.18(e) of this Agreement.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 2.25 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.12(b) and (ii) thereafter, Section 2.13(c2.12(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 2.25 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no that issued such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences Letter of this Section) Credit for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment payment, not later than 12:00 Noon, New York City time, on (i) the amounts described in Business Day that the foregoing clauses 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 (aii) and if clause (bi) in respect of any drawing, collectivelyabove does not apply, the “Payment Amount”)Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to such Issuing Lender at its address for notices specified referred to herein in lawful money the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in CDN Dollars, in the event that such payment is not made to such Issuing Lender within three Business Days of when such payment is due, upon notice by such Issuing Lender to the Borrower, such payment shall be made in US Dollars, in an amount equal to the US Dollar Amount of the United States amount of America such payment) and in immediately available funds. Any conversion by any Issuing Lender of any payment to be made by the Borrower in respect of any Letter of Credit denominated in CDN Dollars into US Dollars in accordance with this Section 3.5 shall be presumptively correct in the absence of manifest error; provided, that upon the request of the Borrower or any Lender, such Issuing Lender shall provide to the Borrower or such Lender a certificate including reasonably detailed information as to the calculation of such conversion. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.14(b) and (iiy) thereafter, Section 2.13(c2.14(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other reasonable costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees In order to reimburse induce the Agent to issue, extend and renew each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and the Banks to participate therein, the Borrower hereby agrees to reimburse or pay to the Agent, for the account of the Agent or (as the case may be) the Banks, with respect to each Letter of Credit issued, extended or renewed by the Agent hereunder, (1) except as otherwise expressly provided in Section 5.2(b) and (c), on each date that any draft presented under such Letter of Credit is honored by the Agent, or the Agent otherwise makes a payment with respect thereto, (i) the amount paid by the Agent under or with respect to such Issuing Lender Letter of Credit, and (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicableii) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or and expenses whatsoever incurred by such Issuing Lender the Agent or any Bank in connection with any payment made by the Agent or any Bank under, or with respect to, such payment Letter of Credit, (2) upon the amounts described reduction (but not termination) of the Total Commitment to an amount less than the Maximum Drawing Amount, an amount equal to such difference, which amount shall be held by the Agent for the benefit of the Banks and the Agent as cash collateral for all Reimbursement Obligations, and (3) upon the termination of the Total Commitment, or the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with Section 14, an amount equal to the foregoing clauses (a) then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Agent for the benefit of the Banks and (b) in respect of any drawing, collectively, the “Payment Amount”)Agent as cash collateral for all Reimbursement Obligations. Each such payment shall be made to such Issuing Lender the Agent at its address for notices specified herein in lawful money of the United States of America and Agent's Head Office in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section 5.2 at any time from the date of the applicable drawing such amounts become due and payable (whether as stated in this Section 5.2, by acceleration or otherwise) until payment in full (whether before or after judgment) shall be payable to the Agent on demand at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 6.11 for funding by L/C Participants shall apply) constitute a request by overdue principal on the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of CreditLoans.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). 49 Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date (i) the Business Day on which such the Borrower receives notice from the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any drawn on a Letter of Credit issued by the Issuing Lender and paid by the Issuing Lender, if such Issuing Lender notice is received on such Business Day prior to 10:00 Xx.Xx. or (but in any event no such reimbursement shall be required before ii) if clause (i) above does not apply, the date Business Day immediately following the day on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Borrower receives such notice, for the amount of (aA) such draft so paid and (bB) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment which are obligations of the Borrower hereunder (the amounts described in the foregoing clauses (aA) and (bB) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.10(b) and (ii) thereafter, Section 2.13(c2.10(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.1 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.3 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.1 (or, if applicable, Section 2.3), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. (i) The Borrower agrees to reimburse each Issuing Lender Bank, on each date the same Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft is presented under any Letter of Credit and paid by such Issuing Lender Bank, provided that such Issuing Bank provides notice to the Borrower prior to 12 noon (but in New York time) on such Business Day, and otherwise the Borrower will reimburse such Issuing Bank on the next succeeding Business Day. The failure to provide such notice shall not affect the Borrower's absolute and unconditional obligation to reimburse the applicable Issuing Bank for any event no draft paid under any Letter of Credit issued by it. The applicable Issuing Bank shall provide notice to the Borrower on such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) Business Day as described in the last two sentences of this Section) for a draft is presented and paid by such Issuing Bank indicating the amount of (aA) such draft so paid and (bB) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender Bank in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the applicable Issuing Lender Bank at its address for notices specified herein in lawful money of the United States of America and Dollars in immediately available funds. . (ii) Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section 2.14(e) from the date of the applicable drawing such amounts are drawn until payment in full at the rate set forth in which would be payable on any outstanding Base Rate Advances of Revolving Loans. (iiii) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request request, with no further action required, by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans 2.2(b) in the amount of such drawing. The Borrowing Date funding date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. If any draft or other form of demand shall be presented for payment under any Letter of Credit, the Issuing Lender shall promptly notify the Borrower and the Administrative Agent of the date and amount thereof. The Borrower agrees to reimburse each the Issuing Lender on each within one Business Day of the date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses subsections (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to the Administrative Agent at the Payment Office, for the account of the Issuing Lender, in Dollars and in immediately available funds. The Administrative Agent shall distribute such payments to the Issuing Lender promptly upon receipt at its address for notices specified herein in lawful money of the United States of America and in immediately available fundslike funds as received. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth for Revolving Credit 2 Loans in (i) until the second first Business Day following the date notice of the applicable drawingdrawing is received by the Borrower from the Issuing Lender, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause subsection (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing of Revolving Credit 2 Loans that are Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.5 2.7 of Base Rate Loans Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to the conditions set forth in Section 2.55.3 (other than Section 5.3(a)) are satisfied (or, if Swing Line Loans are then available, the Administrative Agent had received a notice of such borrowing at first date on which the time of conditions set forth in Section 2.7 are satisfied) after such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies shall notify the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Xxxxxxx Xxxxxx. The Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before x) on the date same Business Day if demand is made by the Issuing Lender on which Base Rate Loans would be or prior to 10:00 a.m., New York City time and (y) on the next Business Day if demand is made (or by the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Issuing Lender after 10:00 a.m., New York City time, for the amount of (a) such draft so paid and (b) any taxesTaxes, fees, charges or other out-of- pocket costs or expenses incurred by such Issuing Lender in connection with such payment payment, other than Taxes (i) based upon net income or (ii) payable pursuant to Section 2.20 (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(a) and (ii) thereafter, Section 2.13(c2.15(b). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.14(b) and (ii) thereafter, Section 2.13(c2.14(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.4 of Seven-Year Revolving Credit Loans that are Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8.1(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.2 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no of such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences Letter of this Section) Credit for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (payment, not later than 12:00 Noon, New York City time, on the amounts described in second Business Day succeeding the foregoing clauses (a) and (b) in respect Business Day on which the Borrower receives notice of any drawing, collectively, the “Payment Amount”)such draft. Each such payment shall be made to such Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.14(b) and (iiy) thereafter, Section 2.13(c2.14(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(g) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the applicable Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of such drawing. (b) The obligation of the Borrower to reimburse the Issuing Lender for drawings honored under the Letters of Credit issued by it and to repay any Revolving Credit Loans could be made, made by L/C Participants pursuant to Section 2.5, if 3.5 and the Administrative Agent had received a notice obligations of such borrowing at L/C Participants under Section 3.4 shall be unconditional and irrevocable and shall be paid strictly in accordance with the time terms hereof under all circumstances including any of such drawing under such the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit.; (ii) the existence of any claim, set-off, defense or other right which the Borrower or any L/C Participant may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), the Issuing Lender, any L/C Participant or any other Person or, in the case of a L/C Participant, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between

Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of such drawing. (b) The obligation of the Borrower to reimburse Issuing Lender for drawings honored under the Letters of Credit issued by it and to repay any Revolving Credit Loans could be made, made by L/C Participants pursuant to Section 2.53.5 and the obligations of L/C Participants under Section 3.4 shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, if set-off, defense or other right which the Administrative Agent had received Borrower or any L/C Participant may have at any time against a notice beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such borrowing at transferee may be acting), the time Issuing Lender, any L/C Participant or any other Person or, in the case of a L/C Participant, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that such drawing draft or other document appeared on its face to comply with the requirements of the Letter of Credit under which it was presented; (iv) payment by Issuing Lender under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit., provided that such draft or other document appeared on its face to comply with the requirements of the Letter of Credit under which it was presented;

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no or, with the consent of the Issuing Bank and the Administrative Agent on the following Business Day if such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Sectionnotification is received after 11:00 A.M.) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender Lender, on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment "Pavment Amount”"). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date (i) the Business Day on which the Borrower receives notice from an Issuing Lender of a draft drawn on a Letter of Credit issued by such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender Lender, if such notice is received on such Business Day prior to 11:00 A.M., New York City time, or (but in any event no such reimbursement shall be required before ii) if clause (i) above does not apply, the date Business Day immediately following the day on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Borrower receives such notice, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment which are obligations of the Borrower hereunder (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.1 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.4 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.1 (or, if applicable, Section 2.4), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Each Borrower agrees to reimburse each the Issuing Lender Bank on each date on which such the Issuing Lender Bank notifies the Parent Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Bank for the amount of (ai) such draft so paid and (bii) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender Bank in connection with such payment (payment; provided, however, that if the amounts described in Issuing Bank so notifies Parent Borrower after 2:00 p.m. on any date, then the amount that would otherwise be required to be reimbursed to the Issuing Bank pursuant to the foregoing clauses (a) on such date, shall be due and (b) in respect payable on the next Business Day, together with interest thereon at the Alternate Base Rate, computed from the date of any drawing, collectively, such notification until the “Payment Amount”)date payment is due. Each such payment shall be made to such the Issuing Lender Bank at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrowers under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c)which would be payable on any outstanding ABR Advances which were then overdue. Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Parent Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.3 of Base Rate Loans ABR Advances in the amount of such drawing. The limitations of Section 2.2 shall not apply to any ABR Advances made pursuant to this Section. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse each the Issuing Lender on each date on which (it being understood that such reimbursement shall be effected by means of a borrowing of Loans unless the Managing Agents shall determine in their sole discretion that such Loans may not be made for such purpose as a result of a Default or Event of Default pursuant to Section 9(f)), upon receipt of notice from the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (ai) such draft so paid and (bii) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender Lender, at its address for notices specified herein in lawful money of the United States of America Dollars and in immediately available funds. , on the date 25 32 on which the Borrower receives such notice, if received prior to 11:00 A.M., Dallas, Texas time, on a Business Day and otherwise on the next succeeding Business Day, (b) Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section 3.5, (i) from the date the draft presented under the affected Letter of Credit is paid to the applicable drawing date on which the Borrower is required to pay such amounts pursuant to paragraph (a) above at a rate per annum equal to the ABR plus the Applicable Margin and (ii) thereafter until payment in full at the rate set forth which would be payable on any Loans which were then overdue. Except as otherwise specified in (i) until the second Business Day following the date of the applicable drawingSection 3.5(a), Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing of Loans that are ABR Loans pursuant to Section 2.5 of Base Rate Loans 2.3 in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit payment of such drawing and the proceeds of such Loans could shall be made, pursuant to Section 2.5, if applied by the Administrative Agent had received a notice of such borrowing at to reimburse the time of such drawing Issuing Lender for the amounts paid under such Letter of Credit.

Reimbursement Obligation of the Borrower. The If any draft is paid under any Letter of Credit, the Borrower agrees to shall, at its option, either (i) reimburse each the applicable Issuing Lender through the Administrative Agent if so requested by the Administrative Agent on each date the Business Day next succeeding the Business Day on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender or (but in any event no ii) (x) request an ABR Loan pursuant to Section 2.2 hereof (if otherwise permitted hereunder) to be made on the Business Day next succeeding the Business Day on which such reimbursement shall be required before Issuing Lender notifies the Borrower of the date on which Base Rate Loans would and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender and (y) direct that the proceeds of such ABR Loan be made (or applied to reimburse the procedure specified applicable Issuing Lender; in Section 2.26 would become applicable) as described in the last two sentences of this Section) each case for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or and expenses described in Section 3.3(b) incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such Issuing Lender or the Administrative Agent at (x) in the case of such Issuing Lender, its address for notices specified herein on Schedule 1.1E or such other address as such Issuing Lender shall notify to the Borrower and (y) in lawful money the case of the United States of America Administrative Agent, at the Funding Office, in each case in Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.11(b) and (iiy) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees In order to reimburse induce the Fronting Banks to issue, extend and renew each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid the Revolving Credit Lenders to participate therein, the Borrower hereby agrees, except as contemplated in §3.3 below, to reimburse or pay to the Administrative Agent, for the account of the Revolving Credit Fronting Bank or (as the case may be) the Revolving Credit Lenders, with respect to each Letter of Credit issued, extended or renewed by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of Fronting Bank hereunder, (a) except as otherwise expressly provided in §3.2(b) or §3.3, on each date that any draft presented under such draft so Letter of Credit is honored in accordance with its terms by the applicable Fronting Bank, or the applicable Fronting Bank otherwise makes a payment with respect thereto in accordance with applicable law, (i) the amount paid by the applicable Fronting Bank under or with respect to such Letter of Credit, and (ii) any amounts payable pursuant to §4.5 hereof under, or with respect to, such Letter of Credit, and (b) any taxesupon the termination of the Total Revolving Credit Commitment, feesor the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, charges an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by the Administrative Agent as cash collateral for the benefit of the Fronting Banks, the Revolving Credit Lenders and the Administrative Agent for all Reimbursement Obligations pursuant to §3.8; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other costs or expenses incurred by such Issuing Lender in connection notice of any kind, upon the occurrence of any Event of Default with such payment (respect to the amounts Borrower described in the foregoing clauses (a§12.1(g) and (b) in respect of any drawing, collectively, the “Payment Amount”or §12.1(h). Each such payment shall be made to such Issuing Lender the Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent’s Head Office in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts not converted to a Revolving Credit Loan pursuant to §3.3 and remaining unpaid by the Borrower under this §3.2 at any time from the date of the applicable drawing such amounts become due and payable (whether as stated in this §3.2, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) whether before or (ii) of Section 7(fafter judgment) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower payable to the Administrative Agent for a borrowing pursuant to Section 2.5 the benefit of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing Lenders on demand at the time of such drawing under such Letter of Creditrate specified in §4.9 for overdue principal on the Revolving Credit Loans.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit (including any Letter of Credit issued for the account of any Subsidiary) and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.14(b) and (ii) thereafter, Section 2.13(c2.14(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment by the Borrower of the Payment Amount shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, within one Business Day (or two Business Days if the Borrower and the Administrative Agent are notified on each date after 11:00 a.m. New York City time on such date) after the Business Day on which such Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender through the Administrative Agent in lawful money at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each notice from an Issuing Lender of a drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to ---------------------------------------- reimburse each Issuing Lender on the next Business Day after each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be -------------- made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be mademade (without regard to whether the conditions precedent in Section 5.2 are satisfied), pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment payment, not later than 12:00 Noon, New York City time, on (i) the amounts described in Business Day that the foregoing clauses 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 (aii) and if clause (bi) in respect of any drawing, collectivelyabove does not apply, the “Payment Amount”)Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money the currency in which such Letter of Credit is denominated (except that, in the United States case of America any Letter of Credit denominated in any Designated Foreign Currency, upon notice by the Issuing Lender to the Borrower, such payment shall be made in Dollars from and after the date on which the amount of such payment shall have been converted into Dollars at the Spot Rate of Exchange on such date of conversion, which date of conversion may be any Business Day after the Business Day on which such payment is due) and in immediately available funds. Any conversion by the Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this section 3.5 shall be conclusive and binding upon the other parties hereto in the absence of manifest error; provided that upon the request of the Borrower, the Issuing Lender shall provide to the Borrower a certificate including reasonably detailed information as to the calculation of such conversion. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.12(b) and (iiy) thereafter, Section 2.13(c2.12(c). Each drawing under ; provided that if any Letter such amount is denominated in a Designated Foreign Currency for any period, such interest shall be payable at the rate charged by the Issuing Lender for reimbursement of Credit shall (unless an event overdue obligations in such Designated Foreign Currency owing by account parties with similar credit profiles to that of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies shall notify the Administrative Agent who shall in turn notify the Borrower of the date and amount of a draft presented paid by the Issuing Lender under any Letter of Credit and paid by such Credit. The Borrower agrees to reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft or other demand for payment so paid and (b) any taxes, fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by such the Issuing Lender in connection with such payment (on the amounts described in next Business Day following the foregoing clauses (a) and (b) in respect of any drawing, collectively, date on which the “Payment Amount”)Borrower receives such notice. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft or other demand for payment is paid until payment in full at the rate set forth in (i) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b4.5(b) and (ii) thereafter, Section 2.13(c4.5(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of 47 Section 7(f9.1 (f) shall have occurred and be continuing with respect to the Borrower, in which case case, the procedures specified in Section 2.26 3.10 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 3.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.53.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing payment by the Issuing Lender until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawingpayment by the Issuing Lender, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, each Issuing Bank shall notify the Borrower and the Administrative Agent thereof. The Borrower hereby agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies Bank (through the Administrative Agent) upon receipt by the Borrower of notice from the applicable Issuing Bank of the date and amount of a draft presented under any Letter of Credit issued on its behalf and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Bank, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred reasonably Incurred by such Issuing Lender Bank in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such Issuing Lender at its address the Administrative Agent for notices specified herein in lawful money the account of the United States of America applicable Issuing Bank at the Administrative Agent Office and in immediately available funds. , no later than 3:00 P.M., New York City time, on the next succeeding Business Day after the date on which the Borrower receives such notice. (ii) Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the applicable Borrower (or by the Borrower on behalf of the applicable Borrower) under this subsection 2.7(e)(ii) from the date the draft presented under the affected Letter of Credit is paid to the date on which the applicable drawing Borrower is required to pay such amounts pursuant to paragraph (i) above at the rate which would then be payable on any outstanding ABR Loans that are Revolving [[5629054]] Loans and thereafter until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under which would be payable on any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in outstanding ABR Loans that are Revolving Loans which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditwere then overdue.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment payment, not later than 12:00 Noon, New York City time, on (i) the amounts described in Business Day that the foregoing clauses 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 (aii) and if clause (bi) in respect of any drawingabove does not apply, collectivelythe Business Day immediately following the day that the Borrower receives such notice (such date, the “Payment AmountReimbursement Date”). Each such payment shall be made to such the relevant Issuing Lender at its address for notices specified referred to herein (or in lawful money the case of any payment in a currency other than Dollars, as directed by such Issuing Lender) in the United States currency in which such Letter of America Credit is denominated and in immediately available fundsfunds (or, in the case of a currency other than Dollars, in such funds as shall be customary for settlement of obligations in such currency in the interbank market). Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.9(b) and (iiy) thereafter, Section 2.13(c2.9(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by It is understood that the Borrower may elect to use the Administrative Agent for proceeds of a borrowing pursuant to Section 2.5 2.2 to finance its reimbursement obligations pursuant to this Section 3.5. Notwithstanding the last sentence of Base Rate Loans in Section 2.2, the amount proceeds of such drawing. The Borrowing Date with respect to any such borrowing of Loans shall be made available to the first date on which a borrowing of Revolving Credit Loans could be maderelevant Issuing Lender (and not to the Borrower) to the account specified by such Issuing Lender, pursuant to Section 2.5, if in like funds as received by the Administrative Agent had received a notice Agent, and the Issuing Lender may credit its Pro Rata Share of such borrowing at (in the time case of Dollar Loans) or its Foreign Currency Commitment Percentage (in the case of Foreign Currency Loans) of such drawing under borrowing, as applicable, to the relevant Reimbursement Obligation in lieu of funding such Letter of Creditamount to the Administrative Agent.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each the relevant Issuing Lender Bank on each date on which such Issuing Lender Bank notifies the Borrower of the date and amount of a draft presented under any unexpired Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Bank for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses provided for in subsection 3.3(b) which are incurred by such Issuing Lender Bank in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such Issuing Lender Bank at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this subsection 3.5 from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section subsection 2.13(b) and (ii) thereafter, Section subsection 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(fsubsection 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 subsection 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the General Administrative Agent for a borrowing pursuant to Section subsection 2.5 of Base Rate Loans in the amount of such drawingdrawing plus interest and expenses incurred by the Issuing Bank. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice such drawing and all proceeds of such borrowing at shall be paid to the time of such drawing under such Letter of Creditrelevant Issuing Bank.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each Lender, by the next Business Day following the date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees In order to reimburse induce the Fronting Bank to issue, extend and renew each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but the Lenders to participate therein, the Borrower hereby agrees, except as contemplated in any event no such reimbursement shall be required before §3.3 below, to reimburse or pay to the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Fronting Bank, for the amount account of the Fronting Bank or (as the case may be) the Lenders, with respect to each Letter of Credit issued, extended or renewed by the Fronting Bank hereunder, (a) except as otherwise expressly provided in §3.2(b) or §3.3, on each date that any draft presented under such draft so Letter of Credit is honored in accordance with its terms by the Fronting Bank, or the Fronting Bank otherwise makes a payment with respect thereto in accordance with applicable law, (i) the amount paid by the Fronting Bank under or with respect to such Letter of Credit, and (ii) any amounts payable pursuant to §4.5 hereof under, or with respect to, such Letter of Credit, and (b) any taxesupon the termination of the Total Commitment, feesor the acceleration of the Reimbursement Obligations with respect to all Letters of Credit in accordance with §12, charges or other costs or expenses incurred an amount equal to the then Maximum Drawing Amount on all Letters of Credit, which amount shall be held by such Issuing Lender in connection with such payment (the amounts described in Administrative Agent as cash collateral for the foregoing clauses (a) and (b) in respect benefit of any drawing, collectivelythe Fronting Bank, the “Payment Amount”)Lenders and the Administrative Agent for all Reimbursement Obligations. Each such payment shall be made to such Issuing Lender the Administrative Agent at its address for notices specified herein in lawful money of the United States of America and Administrative Agent’s Head Office in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts not converted to a Revolving Credit Loan pursuant to §3.3 and remaining unpaid by the Borrower under this §3.2 at any time from the date of the applicable drawing such amounts become due and payable (whether as stated in this §3.2, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) whether before or (ii) of Section 7(fafter judgment) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower payable to the Administrative Agent for a borrowing pursuant to Section 2.5 the benefit of Base Rate Loans the Lenders on demand at the rate specified in §4.9 for overdue principal on the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of CreditLoans.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (payment, not later than 12:00 Noon, New York City time, on the amounts described in Business Day next succeeding the foregoing clauses (a) and (b) in respect Business Day on which the Borrower receives notice of any drawing, collectively, the “Payment Amount”)such draft. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money of the United States of America Dollars and in immediately available funds. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.14(b) and (iiy) thereafter, Section 2.13(c2.14(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(g) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swingline Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swingline Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swingline Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the date and amount of a If any draft presented is paid under any Letter of Credit and paid by such Credit, the Borrower shall reimburse the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment payment, not later than 12:00 Noon, New York City time, on (i) the amounts described in Business Day that the foregoing clauses 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 (aii) and if clause (bi) in respect of any drawing, collectivelyabove does not apply, the “Payment Amount”)Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to such the Issuing Lender at its address for notices specified referred to herein in lawful money the currency in which such Letter of Credit is denominated (except that, in the United States case of America any Letter of Credit denominated in any Designated Foreign Currency, upon notice by the Issuing Lender to the Borrower, such payment shall be made in Dollars from and after the date on which the amount of such payment shall have been converted into Dollars at the Spot Rate of Exchange on such date of conversion, which date of conversion may be any Business Day after the Business Day on which such payment is due) and in immediately available funds. Any conversion by the Issuing Lender of any payment to be made in respect of any Letter of Credit denominated in any Designated Foreign Currency into Dollars in accordance with this Section 3.5 shall be conclusive and binding upon the other parties hereto in the absence of manifest error; provided that upon the request of the Borrower, the Issuing Lender shall provide to the Borrower a certificate including reasonably detailed information as to the calculation of such conversion. Interest shall be payable on each Payment Amount any such amounts from the date of on which the applicable drawing relevant draft is paid until payment in full at the rate set forth in (ix) until the second Business Day following next succeeding the date of the applicable drawingrelevant notice, Section 2.13(b2.12(b) and (iiy) thereafter, Section 2.13(c2.12(c). Each drawing under ; provided that if any such amount is denominated in a Designated Foreign Currency for any period, such interest shall be payable at the rate charged by the Issuing Lender for reimbursement of overdue obligations in such Designated Foreign Currency owing by account parties with similar credit profiles to that of the Borrower; and provided, further, that if any reimbursement is required to be paid in respect of a Letter of Credit denominated in Dollars, and such reimbursement is not made in accordance with this Section 3.5, the Borrower shall be deemed to have requested a Revolving Extension of Credit in an equivalent amount of such owed reimbursement (unless an event provided such request would not result in the Total Revolving Extensions of Credit at such time exceeding Total Revolving Commitments) and to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan. If the Borrower fails to make such reimbursement when due, the Administrative Agent shall notify each Revolving Lender of the type described applicable disbursement, the payment then due from the Borrower in clause respect thereof and such Lender’s share thereof based on the Revolving Percentages (i) or (ii) the “Reimbursement Percentage”). Promptly following receipt of Section 7(f) such notice, each Revolving Lender shall have occurred and be continuing with respect pay to the Administrative Agent its Reimbursement Percentage of the payment then due from the Borrower, in which case the procedures specified same manner as provided in Section 2.26 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date hereof with respect to Loans made by such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Lender (and Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Credit.42

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment by the Borrower of the Payment Amount shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Revolving Credit Loans as Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, within one Business Day (or two Business Days if the Borrower and the Administrative Agent are notified on each date after 11:00 a.m. New York City time on such date) after the Business Day on which such Issuing Lender notifies the Borrower and the Administrative Agent of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each notice from an Issuing Lender of a drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a the draft presented under any Tranche A Letter of Credit issued for the account of the Borrower and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c2.12(c). Each drawing under any Tranche A Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by Tranche A L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.4 of Base Rate ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.15(b) and (ii) thereafter, Section 2.13(c2.15(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans (or, at the option of the Administrative Agent and the Swing Line Lender in the amount their sole discretion, a borrowing pursuant to Section 2.7 of such drawingSwing Line Loans). The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made, pursuant to Section 2.52.5 (or, if applicable, Section 2.7), if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. The Borrower agrees to ---------------------------------------- reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c2.14(c). Each Unless reimbursed pursuant to this Section 3.5, each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate ABR Loans (or, at the option of the Administrative Agent and the Swing Line Lender in their sole discretion, a borrowing pursuant to Section 2.7 of Swing Line Loans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.5, if the Administrative Agent had received a notice of such borrowing at the time of such drawing under such Letter of Creditdrawing.

Reimbursement Obligation of the Borrower. The Borrower agrees to reimburse each Issuing Lender Lender, on each date on which such Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit (including any Letter of Credit issued for the account of any Subsidiary) and paid by such Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) Lender, for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “"Payment Amount”"). Each such payment shall be made to such Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount from the date of the applicable drawing until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b2.11(b) and (ii) thereafter, Section 2.13(c2.11(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 2.2 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Credit Loans could be made, pursuant to Section 2.52.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from the relevant Issuing Lender of such drawing under such Letter of Credit.

Reimbursement Obligation of the Borrower. (a) The Borrower agrees to reimburse each the Issuing Lender on each date on which such the Issuing Lender notifies the Borrower of the date and amount of a draft presented under any Letter of Credit and paid by such the Issuing Lender (but in any event no such reimbursement shall be required before the date on which Base Rate Loans would be made (or the procedure specified in Section 2.26 would become applicable) as described in the last two sentences of this Section) for the amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by such the Issuing Lender in connection with such payment (the amounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the “Payment Amount”)payment. Each such payment shall be made to such the Issuing Lender at its address for notices specified herein in lawful money of the United States of America and in immediately available funds. Interest shall be payable on each Payment Amount any and all amounts remaining unpaid by the Borrower under this Section from the date of the applicable drawing such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.13(b) and (ii) thereafter, Section 2.13(c). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 7(f8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 2.26 3.4 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.5 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of such drawing. (b) The obligation of the Borrower to reimburse the Issuing Lender for drawings honored under the Letters of Credit issued by it and to repay any Revolving Credit Loans could be made, made by L/C Participants pursuant to Section 2.53.5 and the obligations of L/C Participants under Section 3.4 shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, if set-off, defense or other right which the Administrative Agent had received Borrower or any L/C Participant may have at any time against a notice beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such borrowing at transferee may be acting), the time Issuing Lender, any L/C Participant or any other Person or, in the case of a L/C Participant, against the Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; provided that such drawing draft or other document appeared on its face to comply with the requirements of the Letter of Credit under which it was presented; (iv) payment by Issuing Lender under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit., provided that such draft or other document appeared on its face to comply with the requirements of the Letter of Credit under which it was presented;