Common use of Reimbursement Obligation of the Borrower Clause in Contracts

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan or a Swingline Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the Dollar Equivalent amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of or, if less than the minimum amount for such Loan, a Swingline Loan, bearing interest at the Base Rate Advance on such date in the Dollar Equivalent amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and (not later than one (1) Business Day after being given notice thereof by the Administrative Agent by telecopier (or by telephone promptly confirmed by telecopier)) the Lenders shall make a Revolving Credit Loan consisting of or, if less than the minimum amount for such Loan, a Swingline Loan, bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan or, if less than the minimum amount for such Loan, a Swingline Loan, in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse each Issuing Lender on (either with i) the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date Business Day on which the Borrower receives notice from an Issuing Bank notifies the Borrowers of the date and amount Lender of a draft paid under any drawing on a Letter of Credit issued by such Issuing Lender and paid by such Issuing Lender, if such notice is received on such Business Day prior to 11:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day on which the Borrower receives such notice, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank Lender in connection with such payment. Unless payment which are obligations of the Borrowers shall immediately notify Borrower hereunder (the Issuing Bank that amounts described in the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or fundsforegoing clauses (a) and (b) in respect of any drawing, collectively, the Borrowers “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 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 2.11(b) and (ii) thereafter, Section 2.11(c). If the Borrower fails to make such payment in accordance with the foregoing, such failure shall be deemed to have timely given constitute a Borrowing Notice request by the Borrower to the Designated Agent requesting that for a borrowing pursuant to Section 2.1 of ABR Loans in an amount equal to the Lenders make a Revolving Loan consisting of a Base Rate Advance on Payment Amount. The Borrowing Date with respect to such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which borrowing shall be applied the first date on which a borrowing of Revolving Loans could be made, pursuant to reimburse Section 2.1, if the Designated Agent had received a notice of such borrowing at the time the Designated Agent receives notice from the relevant Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount under such Letter of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullCredit.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section 3.05 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.03(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.03(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section 3.05 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the existence of a Default or an Event of Default other than a Default or Event of Default that the Issuing Lender had actual knowledge of at the time of the conditions set forth in Section 2.1 or Article VIIissuance of such Letter of Credit. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees, and, in the case of the Existing Letters of Credit, the Borrower agrees to cause Fossil Partners, to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of as a Base Rate Advance Loan on such date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of as a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Lenders make a Revolving Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Lenders shall make a Revolving Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. In the event a Base Rate Loan cannot be made due to failure to satisfy the conditions in Section 6.2 (including as a result of an Event of Default under Section 10.1(f) or (g)) or otherwise, each Revolving Lender agrees to immediately fund and pay to the Issuing Lender its participation interest in respect of such amount of such unreimbursed draft in accordance with Section 3.4. Each Revolving Lender acknowledges and agrees that its obligation to fund a Revolving Loan or its participation interest in accordance with this Section to reimburse the Issuing Bank Lenders for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with immediately available funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank notifies Lender has provided notice to the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless Such payment shall be made not later than 2:00 p.m. on (i) the Borrowers shall immediately notify the Issuing Bank Business Day that the Borrowers intend Borrower receives such notice, if such notice is received prior to reimburse 10:00 a.m. on such day or (ii) the Issuing Bank for Business Day after the Borrower receives such drawing from other sources or fundsnotice, if such notice is received after 10:00 a.m. on such day. If the Borrower does not make such payment when due, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.2(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Each such payment shall immediately notify be made to the Issuing Bank that Lender at its address for notices specified herein in lawful money of the Borrowers intend United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Bank for such drawing from other sources or fundsLender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice hereunder to the Administrative Agent requesting that the Lenders to make a Revolving Loan consisting of a Base Rate Advance Loan on such date in an amount equal to the amount of (a) such draft so paid and (b) any amounts referred to drawing and, regardless of whether or not the conditions precedent specified in Section 4.2(c) incurred by the Issuing Bank in connection with such paymentArticle V have been satisfied, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, whatsoever including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrowers agree to Borrower shall reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice (such date, the “Reimbursement Date”). Each such payment shall be made to the relevant Issuing Lender at its address for notices referred to herein (or in the case of any payment in a currency other than Dollars, as directed by such Issuing Lender) in the currency in which such Letter of Credit is denominated and in immediately available funds (or, in the Lenders shall make a Revolving Loan consisting case of a Base Rate Advance currency other than Dollars, in such amountfunds as shall be customary for settlement of obligations in such currency in the interbank market). Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.9(b) and (y) thereafter, Section 2.9(c). It is understood that the Borrower may elect to use the proceeds of a borrowing pursuant to Section 2.2 to finance its reimbursement obligations pursuant to this Section 3.5. Notwithstanding the last sentence of Section 2.2, the proceeds of which any such borrowing shall be applied made available to reimburse the relevant Issuing Lender (and not to the Borrower) to the account specified by such Issuing Lender, in like funds as received by the Administrative Agent, and the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that may credit its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount Percentage of such drawing with funds from other sources and shall fail borrowing to reimburse the Issuing Bank as provided above, relevant Reimbursement Obligation in lieu of funding such amount to the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullAdministrative Agent.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrowers agree Borrower shall reimburse the applicable Issuing Lender with respect to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, such draft paid by the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank Lender in connection with such payment, not later than 10:00 A.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 1:00 P.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. If any draft is paid under any Letter of Credit, then, unless the Lenders Borrower shall make reimburse the applicable Issuing Lender in full on the same day that such draft is paid, the unpaid amount thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at (a) in the case of a Revolving Loan consisting L/C Disbursement, the rate per annum then applicable to ABR Loans under the Revolving Facility and (b) in the case of a Base Rate Advance an Institutional L/C Disbursement, the rate per annum then applicable to ABR Loans under the Tranche B Term Facility (determined without regard to whether the Tranche B Term Facility is in effect); provided that, if the Borrower does not make reimbursement in full on or prior to the second (2nd) Business Day following the date of the applicable drawing, then Section 2.14(c) shall apply; provided that, with respect to Institutional Letters of Credit, the Borrower may authorize the Issuing Lender to draw such payment from the Institutional L/C Collateral Account. If the Issuing Lender with respect to an Institutional Letter of Credit shall not have received from the Borrower the payment required to be made by this Section 3.5 with respect to any Institutional Letter of Credit within the time specified in this Section, such Issuing Lender will promptly notify the Administrative Agent of the unreimbursed amount of an Institutional L/C Disbursement. In each such event, the Borrower hereby authorizes and directs the Issuing Lender with respect to an Institutional Letter of Credit to withdraw from the Institutional L/C Collateral Account an amount equal to such unreimbursed amount. The Administrative Agent shall promptly upon request advise the Issuing Lender with respect to an Institutional Letter of Credit of the aggregate amount of any such permitted withdrawal, and such Issuing Lender shall promptly advise the Administrative Agent of the amount of any such reimbursement it shall effect with the proceeds of which shall any such withdrawal. Any amounts received by the Administrative Agent thereafter pursuant to this Section 3.5 in respect of an unreimbursed amount of an Institutional L/C Disbursement under an Institutional Letter of Credit will be applied promptly remitted by the Administrative Agent to the Institutional Collateral Account (it being understood that, thereafter, such amounts will be available to reimburse the Issuing Bank for the amount Lender with respect to an Institutional Letter of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan Credit in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full3.5).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of the sum of: (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of the sum of: (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such the applicable repayment date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Original Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Original Borrower. Unless the Borrowers Borrower shall immediately notify the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan (or a Special Agent Advance, as the case may be) in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree (a) The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which Lender, upon receipt by the Borrower of notice from the Issuing Bank notifies the Borrowers Lender of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses reasonably incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Each such payment shall immediately notify be made to the Issuing Bank Lender, at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Designated Foreign Currency, in the event that the Borrowers intend such payment is not made to reimburse the Issuing Bank for Lender within three Business Days of the date of receipt by the Borrower of such drawing from other sources or fundsnotice, upon notice by the Borrowers Issuing Lender to the Borrower, such payment shall be deemed to have timely given a Borrowing Notice made in Dollars, in an amount equal to the Agent requesting that the Lenders make a Revolving Loan consisting Dollar Equivalent of a Base Rate Advance on such date in the amount of (asuch payment converted on the date of such notice into Dollars at the Spot Rate of Exchange on such date) and in immediately available funds, on the date on which the Borrower receives such draft so paid notice, if received prior to 11:00 A.M., New York City time, on a Business Day and (b) any amounts referred to in Section 4.2(c) incurred otherwise on the next succeeding Business Day. Any conversion by the Issuing Bank Lender of any payment to be made in connection with such payment, and the Lenders shall make a Revolving Loan consisting respect of a Base Rate Advance any Letter of Credit denominated in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan any Designated Foreign Currency into Dollars in accordance with this Section to reimburse subsection 3.5(a) shall be conclusive and binding upon the Borrower and the Revolving Credit Lenders in the absence of manifest error; provided that upon the request of the Borrower or any Revolving Credit Lender, the Issuing Bank for Lender shall provide to the Borrower or Revolving Credit Lender a certificate including reasonably detailed information as to the calculation of such conversion. (b) Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this subsection (i) from the date the draft paid presented under a the affected Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of paid to the conditions set forth in Section 2.1 or Article VII. If date on which the Borrowers have elected Borrower is required to pay such amounts pursuant to paragraph (a) above at the amount of such drawing with funds from other sources rate which would then be payable on any outstanding ABR Loans that are Revolving Credit Loans and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest (ii) thereafter until payment in full at the rate which would be payable on any outstanding Base Rate Advances ABR Loans that are Revolving Credit Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulloverdue.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a Base bearing interest at the Floating Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a Base bearing interest at the Floating Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Floating Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the each Issuing Bank Lender on each date on which such Issuing Lender or the Issuing Bank Administrative Agent notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit requested by the Borrower for the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the any Issuing Bank Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for Each such drawing from other sources or funds, the Borrowers payment shall be deemed made to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date any Issuing Lender at its address for notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount lawful money of the related drawing United States and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate 32 Loan under the Five Year Facility on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article V have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrowers Borrower shall immediately notify the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance (to the extent that the applicable Letter of Credit was denominated in Dollars) or the Canadian Prime Rate (to the extent that the applicable Letter of Credit was denominated in Canadian Dollars) on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Lenders shall make a such Revolving Loan consisting of a Base Rate Advance in such amountCredit Loan, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan (or a Special Agent Advance, as the case may be) in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans (with respect to any amount payable in Dollars) or any outstanding Canadian Prime Rate Loans (with respect to any amount payable in Canadian Dollars), in each case which were then overdue overdue, from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless ; provided that if the Borrowers shall immediately Issuing Lender does not notify the Issuing Bank that Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the Borrowers intend date such draft is paid then such reimbursement payment may be made the Business Day immediately subsequent to reimburse the date such draft is paid. Each such payment shall be made to the Issuing Bank Lender at its address for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount lawful money of the related drawing United States and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Article from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in Section 2.15(c); provided that if the Issuing Lender does not notify the Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 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 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 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 ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrowers Borrower shall immediately notify the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance (to the extent that the applicable Letter of Credit was denominated in Dollars) or the Canadian Prime Rate (to the extent that the applicable Letter of Credit was denominated in Canadian Dollars) on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Lenders shall make a such Revolving Loan consisting of a Base Rate Advance in such amountCredit Loan, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans (with respect to any amount payable in Dollars) or any outstanding Canadian Prime Rate Loans (with respect to any amount payable in Canadian Dollars), in each case which were then overdue overdue, from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event To induce Issuing Bank to issue and maintain Letters of any drawing under any Letter Credit, and to induce Banks to participate in issued Letters of Credit, the Borrowers agree Borrower agrees to pay or reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which (or cause another Obligated Party to pay or reimburse Issuing Bank) (i) the amount paid by Issuing Bank notifies the Borrowers of the date and amount of pursuant to a draft paid under any draw on a Letter of Credit for on the same day such payment is made, and (ii) on demand, the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the additional reasonable fees Issuing Bank customarily charges for amending Letter of Credit Agreements, for honoring drafts under Letters of Credit, and for taking similar action in connection with such paymentLetters of Credit. Unless If the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Borrower or another Obligated Party has not reimbursed Issuing Bank for such drawing from other sources or fundsany drafts when reimbursement is required under this section, the Borrowers shall be deemed to have timely given a Borrowing Notice to then the Agent requesting that is irrevocably authorized to fund the Lenders make a Revolving Loan consisting of Borrower's reimbursement obligations as a Base Rate Advance on if proceeds are available under the Revolving Credit Commitment and if the conditions in this Agreement for such date in an Advance (other than any notice requirements or minimum funding amounts) have, to the amount Agent's knowledge, been satisfied. The proceeds of (a) such draft so paid and (b) any amounts referred that Advance shall be advanced directly to in Section 4.2(c) incurred by the Issuing Bank in connection with such paymentto pay the Borrower's unpaid reimbursement obligations. If funds cannot be advanced under the Revolving Credit Commitment, then the Borrower's reimbursement obligation shall constitute a demand obligation. The Borrower's obligations under this section are absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment that the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Borrower may have at any time against Issuing Bank for or any other Person. From the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees date that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any pays a draft paid under a Letter of Credit until the Borrower or another Obligated Party either reimburses or is absolute and unconditional and shall not be affected by any circumstance whatsoeverobligated to reimburse Issuing Bank for that draft under this section, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail that draft bears interest payable to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be then applicable to Base Rate Advances. From the due date of the respective amounts due under this section, to the date paid (including any payment from proceeds of a Base Rate Advance), unpaid reimbursement amounts accrue interest that is payable on any outstanding Base Rate Advances which were then overdue from demand at the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullDefault Rate.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In If any draft shall be presented for payment under any Letter of Credit issued by the event Issuing Lender, the Issuing Lender shall promptly notify the Borrower of the date and amount thereof. If the Issuing Lender notifies the Borrower prior to 10:00 a.m., New York City time, on any Business Day, of any drawing under any Letter of CreditCredit issued by it, the Borrowers agree to Borrower shall reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender with respect to such drawing on each date on which the next succeeding Business Day. If the Issuing Bank Lender notifies the Borrowers Borrower after 10:00 a.m., New York City time, on any Business Day of the date and amount of a draft paid any drawing under any Letter of Credit issued by it, the Borrower shall reimburse the Issuing Lender with respect to such drawing on the second succeeding Business Day. Interest shall be payable on any and all amounts drawn under Letters of Credit from the date of such drawing until the date on which reimbursement of such amount is due pursuant to the two immediately preceding sentences at the interest rate then applicable to Base Rate Loans. In addition, the Borrower agrees to reimburse the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting any payment under any Letter of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred Credit issued by the Issuing Bank in connection with such payment, and Lender. Each payment by the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which Borrower pursuant to this Section 3.5 shall be applied made to reimburse the Issuing Bank Lender at its address for the amount of the related drawing notices specified herein in U.S. Dollars and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullimmediately available funds.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Revolving Loan Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the such Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In An Issuing Lender shall notify the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers Borrower of the date and amount Dollar Amount of a draft paid any L/C Disbursement under any Letter of Credit and paid by such Issuing Lender. The Borrower agrees to reimburse such Issuing Lender in Dollars for the amount Dollar Amount of (a) such draft L/C Disbursement so paid (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and (b) any amounts referred to in Section 4.2(creasonable and documented fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by the such Issuing Bank Lender in connection with such paymentpayment on the Business Day after the Borrower receives such notice. Unless the Borrowers Each such payment shall immediately notify be made to such Issuing Lender at its address for notices referred to herein in Dollars (or if the Issuing Bank Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and in immediately available funds. Each L/C Disbursement under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9.2(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 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 3.2 of ABR Loans in the amount of such L/C Disbursement; provided that, if the amount of such L/C Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 3.2 or 1.5 that such payment be financed with (i) to the Borrowers intend extent such L/C Disbursement was made in Dollars, an ABR Revolving Loan or Eurocurrency Revolving Loan in Dollars in an amount equal to such L/C Disbursement or (ii) to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to such L/C Disbursement, and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan or Eurocurrency Revolving Loan, as applicable. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans could be made, pursuant to Section 3.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from an Issuing Lender of such L/C Disbursement under such Letter of Credit. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each L/C Participant of the applicable amount drawn, the payment then due from the Borrower in respect thereof and such L/C Participant’s Revolving Percentage thereof. Promptly following receipt of such notice, each L/C Participant shall pay to the Administrative Agent its Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 3.2 with respect to Loans made by such Lender (and Section 3.2 shall apply, mutatis mutandis, to the payment obligations of the L/C Participants), and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the L/C Participants. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 3.9, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that L/C Participants have made payments pursuant to this Section 3.9 to reimburse the Issuing Bank for Lender, then to such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied Lender as their interests may appear. Any payment made by an L/C Participant pursuant to this Section 3.9 to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid L/C Disbursement under a Letter of Credit is absolute and unconditional (other than the funding of ABR Revolving Loans or Eurocurrency Loans as contemplated above) shall not constitute a Loan and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction relieve the Borrower of the conditions set forth in Section 2.1 or Article VIIits obligation to reimburse such unreimbursed amount. If the Borrowers have elected Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Lender or Revolving Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its option, either (A) pay the amount of any such drawing with funds from other sources and shall fail to reimburse tax requested by the Administrative Agent, the Issuing Bank as provided aboveLender or the relevant Revolving Lender or (B) reimburse each L/C Disbursement made in such Foreign Currency in Dollars, in an amount equal to the unreimbursed amount of such drawing shall bear interest at Dollar Amount, calculated using the rate which would be payable applicable Exchange Rates, on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturityL/C Disbursement is made, by acceleration or otherwise) until payment in fullof such L/C Disbursement.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which such Letter of Credit was denominated, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrowers Borrower shall immediately notify the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance (to the extent that the applicable Letter of Credit was denominated in Dollars) or the Canadian Prime Rate (to the extent that the applicable Letter of Credit was denominated in Canadian Dollars) on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Lenders shall make a such Revolving Loan consisting of a Base Rate Advance in such amountCredit Loan, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan (or a Special Agent Advance, as the case may be) in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.5(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans (with respect to any amount payable in Dollars) or any outstanding Canadian Prime Rate Loans (with respect to any amount payable in Canadian Dollars), in each case which were then overdue overdue, from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the applicable Issuing Bank Lender (i) if Borrower and the Administrative Agent shall have received notice of such drawing from the Issuing Lender prior to 11:00 a.m. on each date any Business Day, then by 2:00 p.m. on such Business Day on which the such Issuing Bank Lender notifies the Borrowers Borrower and the Administrative Agent of the date and amount of a draft paid under any Letter of Credit or (ii) otherwise, by 11:00 a.m. on the Business Day immediately following the day that the Borrower and the Administrative Agent shall have received such notice from the Issuing Lender, for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless If the Borrowers shall immediately notify the Borrower fails to so reimburse such Issuing Bank that the Borrowers intend to reimburse the Issuing Bank Lender for such drawing from other sources or fundsfunds within such time periods, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such paymentpayment (or, in the case of Canadian Letters of Credit, its Dollar Equivalent), and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the applicable Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the each Issuing Bank Lender for any draft paid under a Letter of Credit issued by such Issuing Lender is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullVI.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender not later than 1:00 p.m. (Charlotte time) on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit next succeeding Business Day for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. The Issuing Lender shall deliver written notice of any drawing under a Letter of Credit to the Administrative Agent and the Borrower. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless ; provided that if the Borrowers shall immediately Issuing Lender does not notify the Issuing Bank that Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the Borrowers intend date such draft is paid then such reimbursement payment may be made the Business Day immediately subsequent to reimburse the date such draft is paid. Each such payment shall be made to the Issuing Bank Lender at its address for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount lawful money of the related drawing United States and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Article from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in Section 2.13(c); provided that if the Issuing Lender does not notify the Borrower as provided for above earlier than 9:30 A.M. (New York City time) on the date such draft is paid, then for such day (and until the next Business Day) all amounts remaining unpaid in respect of such notice shall bear interest the rate set forth in Section 2.13(b). Each drawing under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 8(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 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 ABR Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. The applicable Issuing Lender shall promptly deliver written notice of any drawing under any Letter of Credit issued by such Issuing Lender to the Administrative Agent and the Borrower. Unless the Borrowers Borrower shall immediately notify the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date Business Day on which the Borrower receives notice from such Issuing Bank notifies Lender (if notice is received prior to 10:00 a.m. on such date, or if notice has not been received by the Borrowers Borrower prior to such time on such date, then on the Business Day immediately following the day that the Borrower receives such notice) of the date and amount of a draft paid under any such Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the such Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.2.3

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Working Capital Loan as provided for in this Section 3.05 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.03(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Working Capital Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.03(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Working Capital Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Working Capital Loan in accordance with this Section 3.05 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the existence of a Default or an Event of Default other than a Default or Event of Default that the Issuing Bank had actual knowledge of at the time of the conditions set forth in Section 2.1 or Article VIIissuance of such Letter of Credit. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 4.1(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. Until each Revolving Credit Lender reimburses the Issuing Lender for any amount drawn under any Letter of Credit, interest in respect of such Revolving Credit Lender's Revolving Credit Commitment Percentage of such amount shall be solely for the account of the Issuing Lender.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of the sum of: (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIV, other than the Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment, in making a payment on any such Letter of Credit. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.2(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.then

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrowers agree to Borrower shall reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank Lender in connection with such payment, not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice (each such date, an “Honor Date”). Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts (except to the Lenders shall make extent deemed converted to a Revolving Loan consisting as provided below) from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of a Base Rate Advance in such amountthe relevant notice, Section 3.4(b) and (y) thereafter, Section 3.4(c). If the proceeds of which shall be applied Borrower fails to so reimburse the Issuing Bank for Lender by Honor Date, the Administrative Agent shall promptly notify each Revolving Lender of the Honor Date, the amount of the related unreimbursed drawing and costs and expensesthe amount of such Revolving Lender’s Revolving Percentage thereof. Each Lender acknowledges and agrees that its obligation In such event, the Borrower shall be deemed to fund have requested a Revolving Loan of ABR Loans to be disbursed on the Honor Date in accordance with this Section an amount equal to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, includingunreimbursed drawing, without limitationregard to the minimums and multiples specified in Section 2.5 for the principal amount of ABR Loans, non-satisfaction but subject to the amount of unutilized portion of the aggregate Available Revolving Commitment and the conditions set forth in Section 2.1 or Article VII. If 5.2 (other than delivery of a notice of borrowing); provided, that if the Borrowers have elected to pay conditions set forth in Section 5.2 are not satisfied at such time, then no Revolving Loan shall be deemed requested and the amount of such drawing with funds Borrower shall not be relieved from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullits Reimbursement Obligations.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of as a Base Rate Advance Loan on such date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of as a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of If any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft is paid under any Letter of Credit or any Bankers’ Acceptance is presented for payment, the applicable Issuing Lender shall notify the Company and the Administrative Agent thereof. In the case of a Letter of Credit or Bankers’ Acceptance denominated in an Alternative Currency, the Company shall reimburse the applicable Issuing Lender in such Alternative Currency, unless (A) the applicable Issuing Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Company shall have notified the applicable Issuing Lender promptly following receipt of the notice of drawing or payment that the Company will reimburse the applicable Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit or payment under a Bankers’ Acceptance denominated in an Alternative Currency, the Administrative Agent shall notify the applicable Issuing Lender and the Company of the Dollar Equivalent of the amount of the drawing or payment promptly following the determination thereof. The applicable Borrower shall reimburse the applicable Issuing Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the applicable Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank Lender in connection with such payment, and not later than 12:00 Noon, New York City time (in the Lenders shall make a Revolving Loan consisting case of a Base Rate Advance any reimbursement in Dollars) or the Local Time (in the case of any reimbursement in an Alternative Currency) on (i) the Business Day that the applicable Borrower receives notice of such amountdraft or payment, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the proceeds of which Business Day immediately following the day that the applicable Borrower receives such notice. Each such payment shall be applied made to reimburse the applicable Issuing Bank Lender at its address for notices referred to herein in Dollars or the amount of the related drawing applicable Alternative Currency and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth for Reimbursement Obligations (x) until the Business Day next succeeding the date of the relevant notice, Section 2.14(b) for amounts payable in Dollars or Section 2.14(a) for amounts payable in Alternative Currencies (at such rate applicable to Revolving Loans made in the relevant Alternative Currency) and (y) thereafter, Section 2.14(c) (at such rate applicable to Reimbursement Obligations made in the relevant Currency).

Reimbursement Obligation of the Borrower. In The Borrower or the event of any drawing under any Letter of Credit, the Borrowers agree relevant Subsidiary Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower or the relevant Subsidiary Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless ; provided that upon the Borrowers shall immediately notify acceleration of such reimbursement obligations in accordance with Section 8, the Issuing Bank that Borrower or the Borrowers intend relevant Subsidiary Borrower agrees to reimburse the Issuing Bank Lender for the amount equal to the then maximum liability (whether direct or contingent) of the Issuing Lender and the L/C Participants under each Letter of Credit. Each such drawing from other sources or funds, the Borrowers payment shall be deemed to have timely given a Borrowing Notice made to the Agent requesting Issuing Lender, at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in any Optional Currency, in the event that such payment is not made to the Lenders make a Revolving Loan consisting Issuing Lender within three Business Days of a Base Rate Advance on the date of receipt by the Borrower or any relevant Subsidiary Borrower of such date notice, upon notice by the Issuing Lender to the Borrower or the relevant Subsidiary Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the spot rate of exchange on such date) and in immediately available funds, on the date on which the Borrower or any relevant Subsidiary Borrower (aon behalf of itself or such Subsidiary Borrower, as the case may be) receives such draft so paid notice, if received prior to 11:00 A.M., New York City time, on a Business Day and (b) any amounts referred to in Section 4.2(c) incurred otherwise on the next succeeding Business Day. Any conversion by the Issuing Bank Lender of any payment to be made by the Borrower or any Subsidiary Borrower in connection with such payment, and the Lenders shall make a Revolving Loan consisting respect of a Base Rate Advance any Letter of Credit denominated in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan any Optional Currency into Dollars in accordance with this Section to reimburse subsection 3.5 shall be conclusive and binding upon such Borrower or such relevant Subsidiary Borrower and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Bank for any draft paid under Lender shall provide to such Lender a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of certificate including reasonably detailed information as to the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount calculation of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullconversion.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Working Capital Loan as provided for in this Section 3.05 or with funds from other sources), in same day funds, the ------------ Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.03(c) --------------- incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Working Capital Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.03(c) incurred by the --------------- Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Working Capital Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Working Capital Loan in accordance with this Section 3.05 to reimburse the Issuing Bank Lender for any draft paid under a ------------ Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction the existence of a Default or an Event of Default other than a Default or Event of Default that the Issuing Bank had actual knowledge of at the time of the conditions set forth in Section 2.1 or Article VIIissuance of such Letter of Credit. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender (i) if Borrower shall have received notice of such drawing from such Issuing Lender prior to 11:00 a.m. on each date any Business Day, then by 2:00 p.m. on such Business Day on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid by it under any Letter of Credit or (ii) otherwise, by 11:00 a.m. on the Business Day immediately following the day that the Borrower shall have received notice from such Issuing Lender, for the amount of (a) such draft so paid by it and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the such Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or fundsfunds within such time periods, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such the applicable repayment date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the each Issuing Bank Lender for any draft paid by it under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the any Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank on each date on which within 5 Business Days of when the Issuing Bank notifies the Borrowers Borrower in writing of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank within one Business Day of receipt of such written notice from the Issuing Bank that the Borrowers intend Borrower intends to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of 126047641_6 a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Loan consisting Credit Borrowing of a Base Rate Advance Loans on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Loan consisting Credit Borrowing of a Base Rate Advance Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above or if the amount of such drawing is not fully funded through a Revolving Credit Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender (and in any event within one (1) Business Day of the date the Borrower received notice from the Issuing Lender) that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In The Borrower or the event of any drawing under any Letter of Credit, the Borrowers agree relevant Regular Subsidiary Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower or the relevant Regular Subsidiary Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes (other than Excluded Taxes), fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless ; provided that upon the Borrowers shall immediately notify acceleration of such reimbursement obligations in accordance with Section 8, the Issuing Bank that Borrower or the Borrowers intend relevant Regular Subsidiary Borrower agrees to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount equal to the then maximum liability (whether direct or contingent) of the related drawing Issuing Lender and costs and expensesthe L/C Participants under such Letter of Credit. Each Lender acknowledges and agrees that its obligation such payment shall be made to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank Lender, at its address for any draft paid under a notices specified herein in the currency in which such Letter of Credit is absolute and unconditional and shall denominated (except that, in the case of any Letter of Credit denominated in euros or any other Optional Currency, in the event that such payment is not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction made to the Issuing Lender within three Business Days of the conditions set forth date of receipt by the Borrower or any relevant Regular Subsidiary Borrower of such notice, upon notice by the Issuing Lender to the Borrower or the relevant Regular Subsidiary Borrower, such payment shall be made in Section 2.1 or Article VII. If Dollars, in an amount equal to the Borrowers have elected to pay Dollar Equivalent of the amount of such drawing with funds from other sources payment converted on the date of such notice into Dollars at the spot rate of exchange on such date) and shall fail in immediately available funds, on the date on which the Borrower or any relevant Regular Subsidiary Borrower (on behalf of itself or such Regular Subsidiary Borrower, as the case may be) receives such notice, if received prior to reimburse 10:00 A.M., New York City time, on a Business Day and otherwise on the next succeeding Business Day. Any conversion by the Issuing Bank as provided above, Lender of any payment to be made by the unreimbursed amount Borrower or any Regular Subsidiary Borrower in respect of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration Letter of Credit denominated in euros or otherwise) until payment any other Optional Currency into Dollars in full.accordance with this

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section SECTION 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(cSECTION 3.3(C) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(cSECTION 3.3(C) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section SECTION 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 SECTION 4.1(A) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of CreditSUBJECT TO ITS OBLIGATION TO MAKE EARLIER PAYMENT PURSUANT TO THE PENULTIMATE SENTENCE OF THis Section 4.3, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which Bank, no later than the Issuing Bank notifies Termination Date, for the Borrowers of the date and full amount of a draft paid under any Letter of the Letters of Credit and for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from taxes, reasonable out-of-pocket fees, charges or other sources costs or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) expenses incurred by the Issuing Bank in connection with such payment, and together with a drawing fee equal to the Lenders shall make a Revolving Loan consisting greater of a Base Rate Advance in such amount(a) 0.25% of the amount of each draft so paid or (b) Three Hundred Dollars ($300.00) (collectively, the proceeds of which "Reimbursement Obligations"). Each such payment shall be applied made to reimburse the Issuing Bank at its address for the amount of the related drawing notices specified herein in Dollars and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all Reimbursement Obligations remaining unpaid by the Borrower from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) are paid to the beneficiary of the Letters of Credit until payment in fullfull to the Issuing Bank at the same interest rate applicable to the Term Loans. The Issuing Bank shall notify the Borrower by facsimile promptly of the presentment for payment of any draft in respect of any Letter of Credit made by any beneficiary thereof, together with notice of the date such payment shall be made; provided, that the failure of the Issuing Bank to provide such notice shall not limit or affect in any manner any of the Borrower's or any of the L/C Participants' obligations set forth herein. In the event any L/C Participant fails to timely honor its obligation under Section 4.2 to purchase its Commitment Percentage of any Reimbursement Obligation, then, no later than the third Business Day after such failure and upon written notice provided by the Issuing Bank to the Borrower of such failure, Borrower shall pay to the Issuing Bank such amount, together with interest thereon at the rate provided in this Section 4.3. Nothing in the foregoing shall limit or affect any rights that the Borrower or the Issuing Bank may have against the defaulting L/C Participants.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, ) the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Each such payment shall immediately notify be made to the Issuing Bank that Lender at its address for notices specified herein in lawful money of the Borrowers intend United States and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Bank for such drawing from other sources or fundsLender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice hereunder to the Administrative Agent requesting that the Lenders to make a Revolving Loan consisting of a Base Rate Advance Loan on such date in an amount equal to the amount of (a) such draft so paid and (b) any amounts referred to drawing and, regardless of whether or not the conditions precedent specified in Section 4.2(c) incurred by the Issuing Bank in connection with such paymentArticle V have been satisfied, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, whatsoever including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. .. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such paymentpaid, and the Lenders shall make a Revolving Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions precedent set forth in Section 2.1 or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing (i) If a Drawing is paid under any Letter of Credit, the Borrowers agree Borrower shall reimburse the applicable Issuing Bank for the amount of such Drawing so paid by paying to reimburse (either with the proceeds of a Revolving Loan as provided for Administrative Agent an amount equal to such Drawing in Dollars, no later than 3:00 p.m., New York City time, on the Business Day immediately following the date the Borrower receives notice thereof, subject to this Section or with funds from other sources2.16(e). So long as no Event of Default has occurred and is continuing, in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft if any Drawing is paid under any Letter of Credit for issued by the related Issuing Bank, the payment by such Issuing Bank of such Drawing shall constitute the making of a DSR LC Loan or Project LC Loan, as applicable, by such Issuing Bank to the Borrower in the amount of (a) such draft Drawing, and to the extent so paid financed, the Borrower’ Reimbursement Obligations shall be discharged and (b) replaced by the resulting LC Loans. In addition, the Borrower shall reimburse such Issuing Bank for any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank in connection with the payment of any such paymentDrawing not later than 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receive notice of such Drawing, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receive such notice. Unless Each such payment shall be made to the Borrowers shall immediately notify the applicable Issuing Bank that the Borrowers intend to reimburse the Issuing Bank at its address for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts notices referred to herein in Section 4.2(c) incurred by the Issuing Bank Dollars and in connection with such payment, and the Lenders immediately available funds. Interest shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue LC Loans made by any Issuing Bank as a result of any Drawing from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant Drawing is paid until payment in full. (ii) Any payment made by any Issuing Bank for any Drawing (other than the funding of such Drawing with LC Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its Reimbursement Obligations with respect to such Drawing except to the extent such Drawing is funded with an LC Loan.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with each Issuing Lender through the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, Administrative Agent on the Issuing Bank on each date Business Day next succeeding the Business Day on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank Lender in connection with such payment. Unless Each such payment shall be made to the Borrowers Administrative Agent at its address for notices referred to herein in the relevant currency and in immediately available funds, unless (x) the Issuing Lender (at its option) shall immediately have specified in its notice to the Borrower that it will require reimbursement in Dollars or (y) in the absence of any such requirement that the Borrower reimburse the applicable Issuing Bank in Dollars, the Borrower shall have notified the applicable Issuing Lender promptly following the notice of drawing that the Borrower will reimburse such Issuing Lender in Dollars; provided that, in the case of any such reimbursement in Dollars of any Letter or Credit denominated in a Foreign Currency, the applicable Issuing Bank shall notify the Borrower of the Exchange Rate for Dollars and the Foreign Currency used for payment of such Letter of Credit as of the date of the payment of the draft presented under such Letter of Credit by the relevant Issuing Bank that Lender with respect to the Borrowers intend amount of the drawing in the Foreign Currency promptly following the determination thereof. If the Borrower does not reimburse the Issuing Lender for any draft paid by the Issuing Lender under any Letter of Credit issued by such Issuing Lender in a Foreign Currency on the date required pursuant to the first sentence of this Section 2.9, the Issuing Lender shall convert such Reimbursement Obligation into Dollars at the rate of exchange then available to the Issuing Lender in the interbank market where its foreign currency exchange operations in respect of such Foreign Currency are then being conducted and the Borrower shall thereafter be required to reimburse the Issuing Bank Lender in Dollars for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date Reimbursement Obligation (in the amount of (a) such draft so paid and (b) any amounts referred converted). Subject to in Section 4.2(c) incurred by the Issuing Bank in connection with such paymentnext succeeding sentence, and the Lenders interest shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue such amounts from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) on which the relevant draft is paid until payment in fullfull at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.20 (b) and (ii) thereafter, Section 2.20(e). Interest shall be payable on any such amounts denominated in a Foreign Currency from the date on which the relevant draft is paid until payment in full or conversion to Dollars as provided herein at the rate determined by the Issuing Lender as its cost of funding such payment.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree (a) The Borrower agrees to reimburse (either with each Issuing Lender on the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, Business Day next succeeding the Issuing Bank on each date Business Day on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) Taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank Lender in connection with such payment. Each such payment shall be made to such Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.12(b) and (ii) thereafter, Section 2.12(d). (b) Unless the Borrowers Borrower shall have notified the applicable Issuing Lender and the Administrative Agent prior to 11:00 a.m., Charlotte, North Carolina time, on the Business Day immediately notify prior to the Issuing Bank date on which such draft is honored that the Borrowers intend Borrower intends to reimburse such Issuing Lender for the Issuing Bank for amount of such drawing draft in funds other than from other sources or fundsthe proceeds of Loans, the Borrowers Borrower shall be deemed to have timely given a Borrowing Notice notice of borrowing to the Administrative Agent requesting that the Lenders to make a Revolving an ABR Loan consisting on the date on which such draft is honored in an exact amount due to such Issuing Lender. The Administrative Agent shall notify the Lenders of a Base Rate Advance on such date borrowing in accordance with Section 2.2, and each Lender shall make the proceeds of its ABR Loan included in such borrowing available to the Administrative Agent for the account of such Issuing Lender in accordance with Section 2.2. The proceeds of such borrowing shall be applied directly by the Administrative Agent to reimburse the applicable Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) Taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. (c) If for any reason an ABR Loan may not be (as determined in the sole discretion of the Administrative Agent), and or is not, made in accordance with the Lenders foregoing provisions, then each L/C Participant (other than the applicable Issuing Lender) shall make a be obligated to fund the participation that such L/C Participant purchased pursuant to Section 3.6(a) in an amount equal to such L/C Participant’s Revolving Loan consisting of a Base Rate Advance Percentage in such amount, the proceeds Issuing Lender’s obligations and rights under and in respect of which shall be applied to reimburse the Issuing Bank for each Letter of Credit and the amount of each draft paid by such Issuing Lender thereunder on and as of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation date which such ABR Loan should have occurred pursuant to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full3.7.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit (if such notice is received prior to 12:00 noon on such day, or otherwise on the next succeeding Business Day) for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(cSECTION 3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately promptly notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(cSECTION 3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 SECTION 2.3(a) or Article VIIARTICLE VI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become reimbursement was due and payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrowers agree Borrower shall reimburse the applicable Issuing Lender with respect to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, such draft paid by the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank Lender in connection with such payment, not later than 10:00 A.M., New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 1:00 P.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. If any draft is paid under any Letter of Credit, then, unless the Lenders Borrower shall make reimburse the applicable Issuing Lender in full on the same day that such draft is paid, the unpaid amount thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at (a) in the case of a Revolving Loan consisting L/C Disbursement, the rate per annum then applicable (x) to the extent such Revolving L/C Disbursement relates to Revolving L/C Exposure that was covered by Amended Revolving L/C Participations, to ABR Loans under the Amended Revolving Facility and (y) to the extent such Revolving L/C Disbursement relates to Revolving L/C Exposure that was covered by Original Revolving L/C Participations, to ABR Loans under the Original Revolving Facility and (b) in the case of a Base Rate Advance an Institutional L/C Disbursement, the rate per annum then applicable to ABR Loans under the Tranche B-1 Term Facility (determined without regard to whether the Tranche B-1 Term Facility is in effect); provided that, if the Borrower does not make reimbursement in full on or prior to the second Business Day following the date of the applicable drawing, then Section 2.14(c) shall apply; provided that, with respect to Institutional Letters of Credit, the Borrower may authorize the Issuing Lender to draw such payment from the Institutional L/C Collateral Account. If the Issuing Lender with respect to an Institutional Letter of Credit shall not have received from the Borrower the payment required to be made by this Section 3.5 with respect to any Institutional Letter of Credit within the time specified in this Section, such Issuing Lender will promptly notify the Administrative Agent of the unreimbursed amount of an Institutional L/C Disbursement. In each such event, the Borrower hereby authorizes and directs the Issuing Lender with respect to an Institutional Letter of Credit to withdraw from the Institutional L/C Collateral Account an amount equal to such unreimbursed amount. The Administrative Agent shall promptly upon request advise the Issuing Lender with respect to an Institutional Letter of Credit of the aggregate amount of any such permitted withdrawal, and such Issuing Lender shall promptly advise the Administrative Agent of the amount of any such reimbursement it shall effect with the proceeds of which shall any such withdrawal. Any amounts received by the Administrative Agent thereafter pursuant to this Section 3.5 in respect of an unreimbursed amount of an Institutional L/C Disbursement under an Institutional Letter of Credit will be applied promptly remitted by the Administrative Agent to the Institutional Collateral Account (it being understood that, thereafter, such amounts will be available to reimburse the Issuing Bank for the amount Lender with respect to an Institutional Letter of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan Credit in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full3.5).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Administrative Agent and the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Xxxxxxxx has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately promptly notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such the applicable repayment date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the such Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such the applicable repayment date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the such Issuing Bank Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction non‑satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the such Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In An Issuing Lender shall notify the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers Borrower of the date and amount Dollar Amount of a draft paid any L/C Disbursement under any Letter of Credit and paid by such Issuing Lender. The Borrower agrees to reimburse such Issuing Lender in Dollars for the amount Dollar Amount of (a) such draft L/C Disbursement so paid (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and (b) any amounts referred to in Section 4.2(creasonable and documented fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by the such Issuing Bank Lender in connection with such paymentpayment on the Business Day after the Borrower receives such notice. Unless the Borrowers Each such payment shall immediately notify be made to such Issuing Lender at its address for notices referred to herein in Dollars (or if the Issuing Bank that Lender shall so elect in its sole discretion by notice to the Borrowers intend to reimburse Borrower, in such other Agreed Currency which was paid by the Issuing Bank for Lender pursuant to such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and in immediately available funds. Each L/C Disbursement under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9.2(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.8 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent requesting that the Lenders make for a Revolving Loan consisting borrowing pursuant to Section 3.2 of a Base Rate Advance on such date ABR Loans in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such paymentL/C Disbursement; provided that, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay if the amount of such drawing with funds from other sources and shall fail to reimburse L/C Disbursement is not less than the Issuing Bank as provided aboveDollar Amount of $1,000,000, the unreimbursed amount of such drawing shall bear interest at Borrower may, subject to the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturityconditions to borrowing set forth herein, by acceleration or otherwise) until payment request in full.accordance with Section

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII5. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, relevant Issuing Lender no later than the Issuing Bank on first Business Day following each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by such Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank Lender in connection with such payment. Unless ; provided, that such reimbursement obligation of the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to be satisfied when the Revolving Lenders have timely given a Borrowing Notice to the Agent requesting that the Lenders make a funded Revolving Loan consisting of a Base Rate Advance on such date Loans in the amount of (a) such draft so paid to reimburse such Lender in accordance with the following procedures: (A) the applicable Issuing Lender shall also notify the Administrative Agent of the amount to be so reimbursed, (B) the Borrower shall automatically be deemed to have requested a borrowing of Revolving Loans to be made as ABR Loans in the amount of such reimbursement obligation, and (bC) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, Administrative Agent shall have notified each Revolving Lender of the same and the Lenders amount to be funded by such Revolving Lender, which amount with respect to such Revolving Lender shall make a equal its Revolving Loan consisting Percentage of a Base Rate Advance in such amount, the proceeds of reimbursement obligation (which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each funded by such Revolving Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall whether or not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions to borrowing set forth in Section 2.1 or Article VII5.2 are satisfied). If Each such payment shall be made to the Borrowers have elected to pay relevant Issuing Lender at its address for notices specified herein in lawful money of the amount of such drawing with funds from other sources United States and in immediately available funds. Interest shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and (ii) thereafter, Section 2.16(c).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on Lender no later than the first Business Day following each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless ; provided, that such reimbursement obligation of the Borrowers Borrower shall immediately (i) in the case where such reimbursement obligation is in respect of a Tranche B-1 Letter of Credit be deemed to be satisfied to the extent funds on deposit in the Tranche B-1 Credit Linked Accounts are withdrawn and applied thereto in accordance with Sections 2.4(c)(ii) and 3.4(a) (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied) and (ii) in the case where such reimbursement obligation is in respect of a Revolving Letter of Credit, be deemed to be satisfied when the Revolving Lenders have funded Revolving Loans in the amount of such draft so paid to reimburse such Lender in accordance with the following procedures: (A) the applicable Issuing Lender shall also notify the Issuing Bank that Administrative Agent of the Borrowers intend amount to reimburse be so reimbursed, (B) the Issuing Bank for such drawing from other sources or funds, the Borrowers Borrower shall automatically be deemed to have timely given requested a Borrowing Notice borrowing of Revolving Loans to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date be made as ABR Loans in the amount of (a) such draft so paid reimbursement obligation, and (bC) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, Administrative Agent shall have notified each Revolving Lender of the same and the Lenders amount to be funded by such Revolving Lender which amount with respect to such Revolving Lender shall make a equal its Revolving Loan consisting Percentage of a Base Rate Advance in such amount, the proceeds of reimbursement obligation (which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each funded by such Revolving Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall whether or not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions to borrowing set forth in Section 2.1 or Article VII5.2 are satisfied). If the Borrowers have elected Each such payment shall be made to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, Lender at its address for notices specified herein in lawful money of the unreimbursed amount of such drawing United States and in immediately available funds. Interest shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and (ii) thereafter, Section 2.16(c).

Reimbursement Obligation of the Borrower. In (a) The Borrower agrees to reimburse the event of any drawing Issuing Lender on the same Business Day on which a draft is presented under any Letter of CreditCredit and paid by the Issuing Lender; provided that the Issuing Lender provides notice to the Borrower prior to 12:00 Noon, Dallas, Texas time, on such Business Day and otherwise the Borrowers agree Borrower will reimburse the Issuing Lender on the next succeeding Business Day; provided, further, that the failure to provide such notice shall not affect the Borrower’s absolute and unconditional obligation to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a Lender for any draft paid under any Letter of Credit for Credit. The Issuing Lender shall provide notice to the Borrower on such Business Day as a draft is presented and paid by the Issuing Lender indicating the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Each such payment shall immediately notify be made to the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank Lender at its address for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to currency in Section 4.2(c) incurred by which the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a applicable Letter of Credit is absolute denominated and unconditional and in immediately available funds. (b) Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under Section 3.5(a) from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) are drawn until payment in fullfull at the Adjusted Base Rate plus two percent (2%) per annum (unless such drawing occurs after 11:00 A.M. Dallas, Texas time on the date of drawing and the Borrower would be able to satisfy the conditions to borrowing Revolving Credit Loans on such date in an amount at least equal to the amount of such drawing, in which case, interest shall be payable for the first day after such drawing at the respective rates for the applicable type of Loans that are not overdue). (c) Each drawing under any Letter of Credit that is not reimbursed on the due date relating to such drawing shall constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to Section 2.4 of Base Rate Loans in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be the date of such drawing. The Reimbursement Obligation of the Borrower with respect to a particular drawn Letter of Credit shall be satisfied upon the making of the Revolving Credit Loans pursuant to this Section 3.5(c) and payment with the proceeds thereof to the Issuing Lender of all amounts owing to it with respect to the applicable, drawn Letter of Credit.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section if such reimbursement arises in respect of a Dollar Tranche Letter of Credit or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount sum of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall promptly, and in any event within one (1) Business Day, notify the applicable Issuing Bank Lender that the Borrower intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that, if such Letter of Credit was issued under the Dollar Tranche, the Dollar Tranche Revolving Credit Lenders make a Dollar Tranche Revolving Credit Loan bearing interest at the Base Rate on such date in the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment, and the Dollar Tranche Revolving Credit Lenders shall make a Dollar Tranche Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing or anything to the contrary set forth herein, no such automatic draw shall be available under the Designated Currency Tranche in respect of Letters of Credit issued under such Tranche. Each Dollar Tranche Revolving Credit Lender acknowledges and agrees that its obligation to fund a Dollar Tranche Revolving Credit Loan in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit under the Dollar Tranche Revolving Credit Facility is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIISection 5.2. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources (including, without limitation, all reimbursements for amounts under Designated Currency Tranche Letters of Credit), and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such the applicable repayment date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.. 119071794_7

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with immediately available funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank notifies Lender has provided notice to the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless Such payment shall be made not later than 2:00 p.m. on (i) the Borrowers shall immediately notify the Issuing Bank Business Day that the Borrowers intend Borrower receives such notice, if such notice is received prior to reimburse 10:00 a.m. on such day or (ii) the Issuing Bank for Business Day after the Borrower receives such drawing from other sources or fundsnotice, if such notice is received after 10:00 a.m. on such day. If the Borrower does not make such payment when due, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In An Issuing Lender shall notify the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers Borrower of the date and amount Dollar Amount of a draft paid any L/C Disbursement under any Letter of Credit and paid by such Issuing Lender. The Borrower agrees to reimburse such Issuing Lender in Dollars for the amount Dollar Amount of (a) such draft L/C Disbursement so paid (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and (b) any amounts referred to in Section 4.2(creasonable and documented fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by the such Issuing Bank Lender in connection with such paymentpayment on the Business Day after the Borrower receives such notice. Unless the Borrowers Each such payment shall immediately notify be made to such Issuing Lender at its address for notices referred to herein in Dollars (or if the Issuing Bank that Lender shall so elect in its sole discretion by notice to the Borrowers intend to reimburse Borrower, in such other Agreed Currency which was paid by the Issuing Bank for Lender pursuant to such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and in immediately available funds. Each L/C Disbursement under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9.2(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 3.8 for funding by L/C Participants shall apply) constitute a request by the Borrower to the Administrative Agent requesting that the Lenders make for a Revolving Loan consisting borrowing pursuant to Section 3.2 of a Base Rate Advance on such date ABR Loans in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as L/C Disbursement; provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.that,

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.03(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the such Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such the applicable repayment date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.03(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the such Issuing Bank Lender for any draft paid under a Letter of Credit issued by it is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.03(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the such Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse the Issuing Lender (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, not later than 12:00 noon, on the date that such drawing is made, if the Borrower shall have received notice of such drawing prior to 10:00 a.m., on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, on the Business Day immediately following the day that the Borrower receives such notice. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. If V. In the Borrowers have elected to pay event of any drawing under any Letter of Credit, then, unless the amount of such drawing with funds from other sources and Borrower shall fail to reimburse the Issuing Bank as provided aboveLender in full on the date such drawing is made, the unreimbursed unpaid amount of thereof shall bear interest, for each day from the date such drawing shall bear interest is made to the date that the Borrower reimburses the Issuing Lender for such drawing, at the rate which would be payable on any outstanding Base Rate Advances which were Loans; provided that, if the Borrower fails to reimburse such drawing when due as provided above, then overdue from Section 4.1(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Lender, except that interest accrued on and after the date of payment by any Lender to reimburse the Issuing Lender shall be for the account of such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullLender to the extent of such payment.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable Permitted Currency in which the Letter of Credit was denominated, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of the sum of (a) such draft so paid and (b) any amounts referred to in Section 3.3(c) incurred by the Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify the Issuing Lender (and in any event within one (1) Business Day of the date the Borrower received notice from the Issuing Lender) that the Borrower intends to reimburse the Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan bearing interest at the Base Rate on such date in a Dollar Amount equal to the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from payment (including, without limitation, any and all costs, fees and other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) expenses incurred by the Issuing Bank Lender in connection with such paymenteffecting the payment of any Letter of Credit denominated in an Alternative Currency), and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.4(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Revolving Credit Loans which are Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The BORROWER agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank ISSUING BANK on each date on which the Issuing Bank ISSUING BANK notifies the Borrowers BORROWER of the date and amount of a draft paid under any Letter of Credit LETTER OF CREDIT for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, charges or other costs or expenses incurred by the Issuing Bank ISSUING BANK in connection with such paymentpayment (excluding fees such as issuance fees, amendment fees and negotiation fees). Unless Each such payment shall be made to the Borrowers ISSUING BANK at its address for notices specified herein in lawful money of the UNITED STATES and in immediately available funds. If any draft under a LETTER OF CREDIT is payable in a currency other than DOLLARS, the BORROWER shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank ISSUING BANK for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice draft by paying to the Agent requesting that ISSUING BANK the Lenders make a Revolving Loan consisting equivalent in DOLLARS of a Base Rate Advance on the amount required to purchase the currency from the ISSUING BANK at the ISSUING BANK'S current selling rate of exchange in Charlotte, North Carolina for cable transfers to the place of payment in the currency and amount in which such date in draft was drawn (or if there is no current selling rate of exchange generally offered by the ISSUING BANK for effecting such cable transfers, the amount of (a) such draft so DOLLARS required to be paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse based on such rate as the Issuing Bank ISSUING BANK shall determine in good faith for the amount of the related drawing and costs and expensessuch purpose). Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the BORROWER under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding BASE RATE LOANS which were then overdue. If the BORROWER fails to timely reimburse the ISSUING BANK on the date the BORROWER receives the notice referred to in this Section 3.5, the BORROWER shall be deemed to have timely given a NOTICE OF BORROWING hereunder to the ADMINISTRATIVE AGENT requesting the LENDERS to make a BASE RATE LOAN on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the LENDERS shall make BASE RATE LOANS in such amount, the proceeds of which shall be applied to reimburse the ISSUING BANK for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank on each date on which within 5 Business Days of when the Issuing Bank notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank within one Business Day that the Borrowers intend Borrower intends to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of as a Base Rate Advance Loan on such the applicable repayment date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of as a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrowers agree Borrower shall reimburse the applicable Issuing Lender with respect to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, such draft paid by the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit Lender for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the such Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank Lender in connection with such payment, and not later than 10:00 A.M., New York City time, on (i) the Lenders shall make a Revolving Loan consisting Business Day that the Borrower receives notice of a Base Rate Advance in such amountdraft, if such notice is received on such day prior to 1:00 P.M., New York City time, or (ii) if clause (i) above does not apply, the proceeds of which Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be applied made to the applicable Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. If any draft is paid under any Letter of Credit, then, unless the Borrower shall reimburse the applicable Issuing Bank for Lender in full on the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees same day that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any such draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided abovepaid, the unreimbursed unpaid amount of such drawing thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at (a) in the case of a Revolving L/C Disbursement, the rate which would be payable per annum then applicable to ABR Loans under the Revolving Facility and (b) in the case of an Institutional L/C Disbursement, the rate per annum then applicable to ABR Loans under the Tranche B Term Facility (determined without regard to whether the Tranche B Term Facility is in effect); provided that, if the Borrower does not make reimbursement in full on any outstanding Base Rate Advances which were then overdue from or prior to the second Business Day following the date such amounts become payable (whether at stated maturityof the applicable drawing, by acceleration or otherwisethen Section 2.14(c) until payment in fullshall apply.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrowers agree to Borrower shall reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which with respect to such draft paid by the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such the draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from taxes, fees, charges or other sources costs or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) expenses incurred by the Issuing Bank in connection with such payment, and not later than (i) by 12:00 Noon on the Lenders shall make a Revolving Loan consisting Business Day following the day that the Borrower receives notice of a Base Rate Advance in such amountdraft, if such notice is received on such day prior to 1:00 P.M. or (ii) if clause (i) above does not apply, the proceeds of which Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be applied made to the Issuing Bank at its address for notices referred to herein in Dollars and in immediately available funds. If any draft is paid under any Letter of Credit, then, unless the Borrower shall reimburse the Issuing Bank for in full on the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees same day that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any such draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided abovepaid, the unreimbursed unpaid amount of such drawing thereof shall bear interest for each day from and including the date on which such draft is paid to but excluding the date that the Borrower makes reimbursement in full, at the rate which would be payable per annum equal to the sum of (x) ABR plus (y) the Total Extended Revolving Percentage at such time times the Applicable Margin for Extended Revolving Loans that are ABR Loans plus (z) the Total Non-Extended Revolving Percentage at such time times the Applicable Margin for Non-Extended Revolving Loans that are ABR Loans; provided that, if the Borrower does not make reimbursement in full on any outstanding Base Rate Advances which were then overdue from or prior to the second Business Day following the date such amounts become payable (whether at stated maturityof the applicable drawing, by acceleration or otherwisethen Section 2.14(c) until payment in fullshall apply.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees (and, in the case of the Existing Letters of Credit, Fossil Partners also agrees) to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of as a Base Rate Advance Loan on such date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of as a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately promptly notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of as a Base Rate Advance Loan on such the applicable repayment date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of as a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the each Issuing Bank Lender on each date on which the Issuing Bank Administrative Agent notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the any Issuing Bank Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for Each such drawing from other sources or funds, the Borrowers payment shall be deemed made to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date any Issuing Lender at its address for notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount lawful money of the related drawing United States and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse such Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Revolving Credit Borrowing pursuant to Section 2.2 hereunder to the Administrative Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such draft paid, together with any taxes, fees, charges or other costs or expenses incurred by any Issuing Lender and to be reimbursed pursuant to this Section 3.5 and, regardless of whether or not the conditions precedent specified in Article VI have been satisfied, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding the foregoing, nothing in this Section 3.5 shall obligate the Lenders to make such Base Rate Loans if the making of such Base Rate Loans would violate the automatic stay under federal bankruptcy laws.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of as a Base Rate Advance Loan on such the applicable repayment date in the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of as a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Reimbursement Obligation of the Borrower. In The Borrower or the event of any drawing under any Letter of Credit, the Borrowers agree relevant Regular Subsidiary Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower or the relevant Regular Subsidiary Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes (other than Excluded Taxes), fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless ; provided that upon the Borrowers shall immediately notify acceleration of such reimbursement obligations in accordance with Section 8, the Issuing Bank that Borrower or the Borrowers intend relevant Regular Subsidiary Borrower agrees to reimburse the Issuing Bank Lender for the amount equal to the then maximum liability (whether direct or contingent) of the Issuing Lender and the L/C Participants under such drawing from other sources or funds, the Borrowers Letter of Credit. Each such payment shall be deemed to have timely given a Borrowing Notice made to the Agent requesting Issuing Lender, at its address for notices specified herein in the currency in which such Letter of Credit is denominated (except that, in the case of any Letter of Credit denominated in euros or any Optional Currency, in the event that such payment is not made to the Lenders make a Revolving Loan consisting Issuing Lender within three Business Days of a Base Rate Advance on the date of receipt by the Borrower or any relevant Regular Subsidiary Borrower of such date notice, upon notice by the Issuing Lender to the Borrower or the relevant Regular Subsidiary Borrower, such payment shall be made in Dollars, in an amount equal to the Dollar Equivalent of the amount of such payment converted on the date of such notice into Dollars at the spot rate of exchange on such date) and in immediately available funds, on the date on which the Borrower or any relevant Regular Subsidiary Borrower (aon behalf of itself or such Regular Subsidiary Borrower, as the case may be) receives such draft so paid notice, if received prior to 11:00 A.M., New York City time, on a Business Day and (b) any amounts referred to in Section 4.2(c) incurred otherwise on the next succeeding Business Day. Any conversion by the Issuing Bank Lender of any payment to be made by the Borrower or any Regular Subsidiary Borrower in connection with such payment, and the Lenders shall make a Revolving Loan consisting respect of a Base Rate Advance any Letter of Credit denominated in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan euros or any Optional Currency into Dollars in accordance with this Section to reimburse subsection 3.5 shall be conclusive and binding upon such Borrower or such relevant Regular Subsidiary Borrower and the Lenders in the absence of manifest error; provided that upon the request of any Lender, the Issuing Bank for any draft paid under Lender shall provide to such Lender a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of certificate including reasonably detailed information as to the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount calculation of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullconversion.

Reimbursement Obligation of the Borrower. In (a) The Borrower agrees to reimburse the event of any drawing Issuing Lender on the same Business Day on which a draft is presented under any Letter of CreditCredit and paid by the Issuing Lender, provided that the Borrowers agree Issuing Lender provides notice to the Borrower prior to 12:00 Noon, New York City time, on such Business Day and otherwise the Borrower will reimburse the Issuing Lender on the next succeeding Business Day; provided, further, that the failure to provide such notice shall not affect the Borrower's absolute and unconditional obligation to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a Lender for any draft paid under any Letter of Credit for Credit. The Issuing Lender shall provide notice to the Borrower on such Business Day as a draft is presented and paid by the Issuing Lender indicating the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Each such payment shall immediately notify be made to the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank Lender at its address for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to Currency in Section 4.2(c) incurred by which the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a applicable Letter of Credit is absolute denominated and unconditional in immediately available funds. (b) Interest shall be payable on any and shall not be affected all amounts remaining unpaid by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth Borrower under this subsection from the date such amounts are drawn until payment in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest full at the rate which would be payable on any outstanding Base Rate Advances Revolving Credit Loans that are ABR Loans which were then overdue from overdue, in the case of any Dollar Letter of Credit, or Eurocurrency Loans having Interest Periods of one day which were then overdue, in the case of any Foreign Currency Letter of Credit (unless such drawing occurs after 11:00 A.M. New York City time on the date of drawing and the Borrower would be able to satisfy the conditions to borrowing Revolving Credit Loans on such amounts become date in an amount at least equal to the amount of such drawing, in which case, interest shall be payable for the first day after such drawing at the respective rates for the applicable type of Loans that are not overdue). (whether at stated maturityc) Each drawing under any Letter of Credit shall constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.3 of ABR Loans in the amount of such drawing (or, by acceleration or otherwise) until payment in fullthe case of a drawing under a Foreign Currency Letter of Credit, the Dollar Equivalent Amount of the amount of such drawing). The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date the Business Day next succeeding the Business Day on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (i) until the Business Day next succeeding the date of the relevant notice, Section 2.16(b) and (ii) thereafter, Section 2.16(e). Unless the Borrowers Borrower shall immediately notify have notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m., Atlanta time, on the Business Day immediately prior to the date on which such draft is honored that the Borrowers intend Borrower intends to reimburse the Issuing Bank for the amount of such drawing draft in funds other than from other sources or fundsthe proceeds of Loans, the Borrowers Borrower shall be deemed to have timely given a Borrowing Notice notice of borrowing to the Administrative Agent requesting that the Lenders to make a Revolving an ABR Loan consisting on the date on which such draft is honored in an exact amount due to the Issuing Bank. The Administrative Agent shall notify the Lenders of a Base Rate Advance on such date borrowing in accordance with Section 2.2, and each Lender shall make the proceeds of its ABR Loan included in such borrowing available to the Administrative Agent for the account of the Issuing Bank in accordance with Section 2.2. The proceeds of such borrowing shall be applied directly by the Administrative Agent to reimburse the Issuing Bank for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. If for any reason an ABR Loan may not be (as determined in the sole discretion of the Administrative Agent), and or is not, made in accordance with the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amountforegoing provisions, then each L/C Participant (other than the proceeds of which Issuing Bank) shall be applied obligated to reimburse fund the participation that such L/C Participant purchased pursuant to Section 3.4(a) in an amount equal to such L/C Participant's Revolving Percentage in the Issuing Bank for Lender's obligations and rights under and in respect of each Letter of Credit and the amount of each draft paid by the related drawing Issuing Lender thereunder on and costs and expenses. Each Lender acknowledges and agrees that its obligation as of the date which such ABR Loan should have occurred pursuant to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full3.5.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately promptly notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of If any drawing draft is paid under any Letter of Credit, the Borrowers agree to Borrower shall reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a draft paid under any Letter of Credit Lender for the amount of (a) such the draft so paid and in the applicable currency and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank Lender in connection with such payment, not later than (x) in the case of any Letter of Credit to be reimbursed in Dollars 12:00 Noon, New York City time, on (i) the Business Day that the Borrower receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above does not apply, the Business Day immediately following the day that the Borrower receives such notice or (y) in the case of a Letter of Credit to be reimbursed in an Alternative Currency, the Applicable Time specified by the Issuing Lender on the date of any payment by the Issuing Lender (each such date, an “Honor Date”); provided that the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.5 or Section 2.6 and the Lenders shall make a provisions below that such payment to be reimbursed in Dollars be financed with an ABR Revolving Loan consisting or Swingline Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan or Swingline Loan. Each such payment shall be made to the Issuing Lender at its address for notices referred to herein in the applicable currency and in immediately available funds. Interest shall be payable on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the Business Day next succeeding the date of the relevant notice, Section 2.14(b) and (y) thereafter, Section 2.14(c). In the case of a Base Rate Advance Letter of Credit denominated in such amountan Alternative Currency, the proceeds of which Borrower shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse such Alternative Currency, unless the Issuing Bank for Lender (at its option) shall have specified in such notice that it will require reimbursement in Dollars. In the case of any draft paid such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that (A) a drawing denominated in an Alternative Currency is absolute to be reimbursed in Dollars pursuant to the first sentence of this paragraph and unconditional and (B) the Dollar amount paid by the Borrower, whether on or after the Honor Date, shall not be affected by any circumstance whatsoeveradequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, includingthe Borrower agrees, without limitationas a separate and independent obligation, non-satisfaction to indemnify the Issuing Lender for the loss resulting from its inability on that date to purchase the Alternative Currency in the full amount of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fulldrawing.

Reimbursement Obligation of the Borrower. In An Issuing Lender shall notify the event of any drawing under any Letter of Credit, the Borrowers agree to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers Borrower of the date and amount Dollar Amount of a draft paid any L/C Disbursement under any Letter of Credit and paid by such Issuing Lender. The Borrower agrees to reimburse such Issuing Lender in Dollars for the amount Dollar Amount of (a) such draft L/C Disbursement so paid (or if the Issuing Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and (b) any amounts referred to in Section 4.2(creasonable and documented fees, charges or other costs or expenses (other than taxes or similar amounts) incurred by the such Issuing Bank Lender in connection with such paymentpayment on the Business Day after the Borrower receives such notice. Unless the Borrowers Each such payment shall immediately notify be made to such Issuing Lender at its address for notices referred to herein in Dollars (or if the Issuing Bank Lender shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by the Issuing Lender pursuant to such L/C Disbursement in such Agreed Currency in an amount equal to the amount of such L/C Disbursement) and in immediately available funds. Each L/C Disbursement under any Letter of Credit shall (unless an event of the type described in clause (i) or (ii) of Section 9.12(f) shall have occurred and be continuing with respect to the Borrower, in which case the procedures specified in Section 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 3.2 of ABR Loans in the amount of such L/C Disbursement; provided that, if the amount of such L/C Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 3.2 or 1.5 that such payment be financed with (i) to the Borrowers intend extent such L/C Disbursement was made in Dollars, an ABR Revolving Loan or Eurocurrency Revolving Loan in Dollars in an amount equal to such L/C Disbursement or (ii) to the extent that such L/C Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Loan in such Foreign Currency in an amount equal to such L/C Disbursement, and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loan or Eurocurrency Revolving Loan, as applicable. The Borrowing Date with respect to such borrowing shall be the first date on which a borrowing of Revolving Loans could be made, pursuant to Section 3.2, if the Administrative Agent had received a notice of such borrowing at the time the Administrative Agent receives notice from an Issuing Lender of such L/C Disbursement under such Letter of Credit. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each L/C Participant of the applicable amount drawn, the payment then due from the Borrower in respect thereof and such L/C Participant’s Revolving Percentage thereof. Promptly following receipt of such notice, each L/C Participant shall pay to the Administrative Agent its Revolving Percentage of the payment then due from the Borrower, in the same manner as provided in Section 3.2 with respect to Loans made by such Lender (and Section 3.2 shall apply, mutatis mutandis, to the payment obligations of the L/C Participants), and the Administrative Agent shall promptly pay to the Issuing Lender the amounts so received by it from the L/C Participants. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this Section 3.9, the Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent that L/C Participants have made payments pursuant to this Section 3.9 to reimburse the Issuing Bank for Lender, then to such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied Lender as their interests may appear. Any payment made by an L/C Participant pursuant to this Section 3.9 to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid L/C Disbursement under a Letter of Credit is absolute and unconditional (other than the funding of ABR Revolving Loans or Eurocurrency Loans as contemplated above) shall not constitute a Loan and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction relieve the Borrower of the conditions set forth in Section 2.1 or Article VIIits obligation to reimburse such unreimbursed amount. If the Borrowers have elected Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, the Issuing Lender or Revolving Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its option, either (A) pay the amount of any such drawing with funds from other sources and shall fail to reimburse tax requested by the Administrative Agent, the Issuing Bank as provided aboveLender or the relevant Revolving Lender or (B) reimburse each L/C Disbursement made in such Foreign Currency in Dollars, in an amount equal to the unreimbursed amount of such drawing shall bear interest at Dollar Amount, calculated using the rate which would be payable applicable Exchange Rates, on any outstanding Base Rate Advances which were then overdue from the date such amounts become payable (whether at stated maturityL/C Disbursement is made, by acceleration or otherwise) until payment in fullof such L/C Disbursement.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Each such payment shall immediately notify be made to the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank Lender at its address for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount lawful money of the related drawing United States and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Article III from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Issuing Lender on the date the Borrower receives the notice referred to in this Section 3.5, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Agent requesting the Lenders to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article V, the Lenders shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Issuing Lender for the amount of the related drawing and costs and expenses. Notwithstanding anything herein to the contrary, no such Base Rate Loans shall be extended to reimburse the Issuing Lender for any Letter of Credit issued after the occurrence and during the continuance of a Default or an Event of Default of which the Agent is deemed to have knowledge pursuant to Section 12.5, which Default or Event of Default has not been waived by the Required Lenders or the Lenders, as applicable.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the applicable Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Lenders make a Revolving Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Lenders shall make a Revolving Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. In the event a Base Rate Loan cannot be made due to failure to satisfy the conditions in Section 6.2 (including as a result of an Event of Default under Section 10.1(f) or (g)) or otherwise, each Revolving Lenders agrees to immediately fund and pay to the Issuing Lender its participation interest in respect of such amount of such unreimbursed draft in accordance with Section 3.4. Each Revolving Lender acknowledges and agrees that its obligation to fund a Revolving Loan or its participation interest in accordance with this Section to reimburse the Issuing Bank Lenders for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Agent Lender requesting that the Lenders Lender make a Revolving Credit Loan consisting of a Base bearing interest at the LIBOR Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders Lender shall make a Revolving Credit Loan consisting of a Base bearing interest at the LIBOR Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each The Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately promptly notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of bearing interest at theas a Base Rate Advance Loan on such the applicable repayment date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of bearing interest at theas a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs such fees and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, or if the amount of such drawing is not fully refunded through a Base Rate Loan as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In (a) The Borrower agrees to reimburse the event of any drawing Issuing Lender on the same Business Day on which a draft is presented under 53 47 any Letter of CreditCredit and paid by the Issuing Lender, provided that the Borrowers agree Issuing Lender provides notice to the Borrower prior to 12:00 Noon, New York City time, on such Business Day and otherwise the Borrower will reimburse the Issuing Lender on the next succeeding Business Day; provided, further, that the failure to provide such notice shall not affect the Borrower's absolute and unconditional obligation to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on each date on which the Issuing Bank notifies the Borrowers of the date and amount of a Lender for any draft paid under any Letter of Credit for Credit. The Issuing Lender shall provide notice to the Borrower on such Business Day as a draft is presented and paid by the Issuing Lender indicating the amount of (ai) such draft so paid and (bii) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Each such payment shall immediately notify be made to the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank Lender at its address for such drawing from other sources or funds, the Borrowers shall be deemed to have timely given a Borrowing Notice to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to Currency in Section 4.2(c) incurred by which the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a applicable Letter of Credit is absolute denominated and unconditional in immediately available funds. (b) Interest shall be payable on any and shall not be affected all amounts remaining unpaid by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth Borrower under this subsection from the date such amounts are drawn until payment in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest full at the rate which would be payable on any outstanding Base Rate Advances Revolving Credit Loans that are ABR Loans which were then overdue from overdue, in the case of any Dollar Letter of Credit, or Eurocurrency Loans having Interest Periods of one day which were then overdue, in the case of any Foreign Currency Letter of Credit (unless such drawing occurs after 11:00 A.M. New York City time on the date of drawing and the Borrower would be able to satisfy the conditions to borrowing Revolving Credit Loans on such amounts become date in an amount at least equal to the amount of such drawing, in which case, interest shall be payable for the first day after such drawing at the respective rates for the applicable type of Loans that are not overdue). (whether at stated maturityc) Each drawing under any Letter of Credit shall constitute a request by the Borrower to the Administrative Agent for a borrowing pursuant to subsection 2.3 of ABR Loans in the amount of such drawing (or, by acceleration or otherwise) until payment in fullthe case of a drawing under a Foreign Currency Letter of Credit, the Dollar Equivalent Amount of the amount of such drawing). The Borrowing Date with respect to such borrowing shall be the date of such drawing.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers shall immediately notify the Issuing Bank that the Borrowers intend to reimburse the Issuing Bank for Each such drawing from other sources or funds, the Borrowers payment shall be deemed to have timely given a Borrowing Notice made to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date Lender at its address for notices specified herein in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, and the Lenders shall make a Revolving Loan consisting of a Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank for the amount lawful money of the related drawing United States and costs and expensesin immediately available funds. Each Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and Interest shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 or Article VII. If the Borrowers have elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Article IV from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate which would be payable on any outstanding Base Rate Loans which were then overdue. If the Borrower fails to timely reimburse the Lender on the date the Borrower receives the notice referred to in this Section 4.6, the Borrower shall be deemed to have timely given a Notice of Borrowing hereunder to the Lender requesting the Lender to make a Base Rate Loan on such date in an amount equal to the amount of such drawing and, subject to the satisfaction or waiver of the conditions precedent specified in Article VI, the Lender shall make Base Rate Loans in such amount, the proceeds of which shall be applied to reimburse the Lender for the amount of the related drawing and costs and expenses.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank Lender (x) on each date on which the day of drawing under any Letter of Credit if the Issuing Bank Lender notifies the Borrowers of Borrower prior to 11:00 a.m. on such date or (y) if the Issuing Lender notifies the Borrower after 11:00 a.m., on the following Business Day, in either case, which notice shall provide the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on the date that such date reimbursement is required in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.2(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section SECTION 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(cSECTION 3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(cSECTION 3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section SECTION 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 SECTION 4.1(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at in the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section 3.5 or with funds from other sources), in same day funds, the Issuing Bank Lender on each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of as a Base Rate Advance Loan on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of as a Base Rate Advance Loan in such amount, the proceeds of which shall be applied to reimburse the Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section 3.5 to reimburse the Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. (a) In the event of any drawing under any Letter of Credit, (i) the Borrowers agree Issuing Lender shall promptly notify the Borrower and the Administrative Agent thereof and (ii) subject, as applicable to Section 3.5(b), the Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day fundsfunds in the applicable currency, the applicable Issuing Bank Lender on each date on which the such Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid under any Letter of Credit for the amount of (aA) such draft so paid and (bB) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify such Issuing Lender and the Issuing Bank Administrative Agent that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (ai) the Dollar Equivalent of the amount of such draft so paid and (bii) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the such Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, including non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VIIVI. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the such Issuing Bank Lender as provided above, the unreimbursed amount (expressed in Dollars in the Dollar Equivalent of such drawing unreimbursed amount) shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become amount becomes payable (whether at stated maturity, by acceleration or otherwise) until payment in full. (b) In the case of a drawing upon a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Issuing Lender pursuant to Section 3.5(a) in such Alternative Currency, unless (A) the Issuing Lender (at its option) shall have specified in the applicable notice that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the Issuing Lender and the Administrative Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Issuing Lender in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the Issuing Lender shall notify the Borrower and the Administrative Agent of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. In the event that (A) a drawing denominated in an Alternative Currency is to be reimbursed in Dollars pursuant to the first sentence of this Section 3.5(b) and (B) the Dollar reimbursement amount paid by the Borrower shall not be adequate on the date of the applicable payment to purchase in accordance with normal banking procedures a sum denominated in the Alternative Currency equal to the drawing, the Borrower agrees, as a separate and independent obligation, to indemnify the Issuing Lender for the loss resulting from such inadequacy. Each Issuing Lender shall promptly notify the Administrative Agent of any reimbursement payment it receives from the Borrower pursuant to Section 3.5(a).

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree Borrower agrees to reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Bank Lender on each date Business Day on which the Borrower receives notice from such Issuing Bank notifies Lender (if notice is received prior to 10:00 a.m. on such date, or if notice has not been received by the Borrowers Borrower prior to such time on such date, then on the Business Day immediately following the day that the Borrower receives such notice) of the date and amount of a draft paid under any such Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment. Unless the Borrowers Borrower shall immediately notify the such Issuing Bank Lender that the Borrowers intend Borrower intends to reimburse the such Issuing Bank Lender for such drawing from other sources or funds, the Borrowers Borrower shall be deemed to have timely given a Notice of Borrowing Notice to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance on such date in the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c3.3(c) incurred by the such Issuing Bank Lender in connection with such payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan consisting of a bearing interest at the Base Rate Advance in such amount, the proceeds of which shall be applied to reimburse the such Issuing Bank Lender for the amount of the related drawing and costs and expenses. Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse the applicable Issuing Bank Lender for any draft paid under a Letter of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.1 2.3(a) or Article VII. V. If the Borrowers have Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse the applicable Issuing Bank Lender as provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding Base Rate Advances Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full.

Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrowers agree The Borrower agrees to reimburse (either with the proceeds of a Revolving Loan as provided for in this Section or with funds from other sources), in same day funds, the Issuing Bank on Lender no later than the first Business Day following each date on which the Issuing Bank Lender notifies the Borrowers Borrower of the date and amount of a draft paid presented under any Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft so paid and (b) any amounts referred to in Section 4.2(c) taxes, fees, charges or other costs or expenses incurred by the Issuing Bank Lender in connection with such payment. Unless ; provided, that such reimbursement obligation of the Borrowers Borrower shall immediately (i) in the case where such reimbursement obligation is in respect of a Tranche B-1 Letter of Credit be deemed to be satisfied to the extent funds on deposit in the Tranche B-1 Credit Linked Accounts are withdrawn and applied thereto in accordance with Sections 2.4(c)(ii) and 3.4(a) (whether or not the conditions to borrowing set forth in Section 5.2 are satisfied) and (ii) in the case where such reimbursement obligation is in respect of a Revolving Letter of Credit, be deemed to be satisfied when the Extended Revolving Lenders have funded Extended Revolving Loans in the amount of such draft so paid to reimburse such Lender in accordance with the following procedures: (A) the applicable Issuing Lender shall also notify the Issuing Bank that Administrative Agent of the Borrowers intend amount to reimburse be so reimbursed, (B) the Issuing Bank for such drawing from other sources or funds, the Borrowers Borrower shall automatically be deemed to have timely given requested a Borrowing Notice borrowing of Extended Revolving Loans to the Agent requesting that the Lenders make a Revolving Loan consisting of a Base Rate Advance on such date be made as ABR Loans in the amount of (a) such draft so paid reimbursement obligation, and (bC) any amounts referred to in Section 4.2(c) incurred by the Issuing Bank in connection with such payment, Administrative Agent shall have notified each Extended Revolving Lender of the same and the Lenders amount to be funded by such Revolving Lender which amount with respect to such Revolving Lender shall make a equal its Revolving Loan consisting Percentage of a Base Rate Advance in such amount, the proceeds of reimbursement obligation (which shall be applied to reimburse the Issuing Bank for the amount of the related drawing and costs and expenses. Each funded by such Revolving Lender acknowledges and agrees that its obligation to fund a Revolving Loan in accordance with this Section to reimburse the Issuing Bank for any draft paid under a Letter of Credit is absolute and unconditional and shall whether or not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions to borrowing set forth in Section 2.1 or Article VII5.2 are satisfied). If the Borrowers have elected Each such payment shall be made to pay the amount of such drawing with funds from other sources and shall fail to reimburse the Issuing Bank as provided above, Lender at its address for notices specified herein in lawful money of the unreimbursed amount of such drawing United States and in immediately available funds. Interest shall bear interest at the rate which would be payable on any outstanding Base Rate Advances which were then overdue and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in fullfull at the rate set forth in (i) until the second Business Day following the date of the applicable drawing, Section 2.16(b) and (ii) thereafter, Section 2.16(c).